The Phantom Menace Re-Imagined - A Screenplay
by batmanunderoos
Summary: It is a time of great unrest. In series of brutal attacks, a mysterious order known as Black Sun unleashes terror on the galaxy. The Jedi Order pursue Black Sun across the cosmos, all the while hiding suspicion their power is weakening. Growing ever more desperate to find the reason, Master Yoda hopes to decipher an ancient prophecy. A complete AU re-imagining of the prequels.


A long time ago in a galaxy far, far away...

It is a time of great unrest. Through

an escalating series of brutal attacks,

a mysterious order known as Black Sun

has unleashed terror on the systems

surrounding the capital planet of

Coruscant. The Jedi Order, long the

guardians of peace and justice

throughout the galaxy, pursue Black Sun

across the cosmos, all the while hiding

a deepening suspicion that their power

is somehow weakening. Growing ever

more desperate to find the reason for

their waning strength, Master Yoda

places his hope in deciphering the

meaning of an ancient prophecy...

FADE IN TO BLACK:

INT. DAGOBAH SYSTEM - CAVE - EVENING

With a measured cadence, the faint outlines of a scarred,  
metallic lightsaber swing in and out of dim light and shadow. Split between light and darkness, the cylinder stops lengthwise on its side. A green, sharp-nailed finger slides open a compartment in the center, revealing three crystals,  
each emitting a green and white light. The three-fingered hand carefully removes the crystals and places them into three notches on a dusty rock wall. As the third slides into place they begin to pulse and glow in unison. Liquid green light flickers between the crystals and then slowly coalesces into letters. With a spidery quality, the letters become clear, spelling DARTH VADER.

The camera pans back, revealing YODA staring at the newly formed words.

YODA Hmmmm.

CUT TO:

EXT. DAGOBAH SYSTEM - EVENING

On the outside, the small cave is covered in a mass of plants, shrubs, and undergrowth. Yoda pushes the brush out of the way and walks slowly, leaning heavily on a cane, as he emerges from the cave. QUI-GON JINN is sitting on a log in a small clearing, stirring at the dirt with a stick. Qui-Gon is in his mid sixties. He is tall, with piercing eyes, hair pulled back in a ponytail, and imposing even when listless and seated. He is wise, but it's the hard-earned wisdom of a man who has difficulty accepting his own limitations.

QUI-GON JINN What did you see, Master Yoda?

YODA (Walking slowly towards Qui-Gon)  
Vader. The name is Vader.

QUI-GON JINN The boy?

YODA Mmmmm.

QUI-GON JINN What is this connection between you and him? The names of future Sith Lords are not normally revealed to a Jedi.

YODA More important questions, there are.

QUI-GON JINN (Looking up)  
Such as?

YODA (Eyes large)  
Darth. Vader. Is he one, or has he one?

The camera pans across the dense, swampy landscape. A small flight pod and a small spaceship, each with open doors, rest in a nearby area. The camera pans up into infinite outer space while the scene fades.

FADE TO BLACK.

FADE IN TO WHITE:

EXT. TATOOINE - SKYWALKER HOME - DAY

Waves of heat and brilliant sunlight accentuate a vast desert landscape. Earthen dunes meet craggy rock. The camera pans down to a round adobe hut. Outside, ANAKIN SKYWALKER, a blond haired teenage boy, is working on a beat-up hovercraft. He sifts through a tool chest but pulls nothing out. Missing the tool he needs, he turns to a tool box ten feet away. One hand holds a part in place on the hovercraft in a way that indicates letting go would be detrimental to the project. Anakin reaches twice with the other hand towards the tool chest but he's too far away. He looks at the free hand, then back at the tool chest. His ceases stretching and relaxes his body. His breathing takes on a more controlled quality. His eyes roll back a bit as they close, and his free hand forms a fist as his arm stiffens at his side. His eyes open. He looks coolly at the tool box and extends his free hand,  
palm-open, towards it. A hydro-spin flies quickly through the air and lands firmly in his outstretched hand. Grinning, he stares proudly at the tool, forgets the important job the other hand is doing, and looks half frustrated, half-amused at the hovercraft as it thuds to the ground.

Suddenly, the camera zooms toward Anakin's throat. He is choking. He grabs his neck with one hand and attempts to breath but without success. He reaches out stiffly with his other hand in an attempt to somehow stave off the assault,  
but is unsuccessful. Finally, he collapses to the ground. Before he can pass out the choking sensation lifts. The camera zooms in on Anakin's face. A boot belonging to Anakin's father, BILDUNGS SKYWALKER, steps down near him. Bil squats down in front of Anakin and slaps him lightly on the face. Anakin's eyes flutter open.

Bil is stocky and somewhat short. He has gray/blond hair,  
closely cut, and large, polished gray eyes. His left leg is mechanical from the knee down.

BIL What are you doing out here?

Anakin looks up, still gasping a bit.

ANAKIN (Sarcastically)  
I like the punishment.

BIL You didn't sense me coming home?

ANAKIN I'm not good at that. (Now hopeful)  
Maybe you were masking your presence?

BIL I don't have that kind of power-  
else I wouldn't have this.  
(Bil taps on the metal part of his leg.)  
I can't keep you from telling I'm nearby. You're just not paying attention.

Anakin uses his arms to push himself back up. He dusts off his hands, wipes his brow.

ANAKIN Maybe you're more powerful than you think.

BIL Stay down. I told you I'm not training you. You're... weak.

ANAKIN You'll find I've got a few surprises in me!

Anakin rushes toward Bil. Five steps in, Bil extends his right arm in Anakin's direction - palm open - and Force pushes him. The force hits Anakin in the chest, launching him backward, flipping him uncontrollably over and over. Eventually, Anakin regains command of his movement, turning the ugly backwards flips into the graceful moves of a gymnast. During his last flip, moving backward at an almost impossibly slow speed, Anakin balances on his hands and pushes off, launching himself twenty feet up on the air,  
flipping over, and landing elegantly, right knee bent deeply,  
left leg extended long to his side, one hand on the ground. Bil pulls his lightsaber from his belt, lighting it as he starts sprinting forward. He leaps high in the air and comes down upon Anakin. Anakin moves quickly backward, giving Bil space to land. Suddenly, they are engaged in high-speed battle. Bil swings hard over and over again at Anakin with his saber, but Anakin dodges him swiftly and repels him with a series of arm blocks, punches, and small Force-pushes. Anakin has more energy, more enthusiasm for the battle; Bil wears an expression that suggests he already knows how it will end. He mixes in quick Force pushes with his saber play, and each swing of his sword seems intended to create openings in Anakin's defenses. Eventually Bil finds the opening he's looking for. He hits Anakin hard in the forehead with his lightsaber handle, knocking him into a brief daze, and then Force-pushing him down and backward. Anakin slides hard along the ground on his back. He stays down for a moment, in obvious pain. Then he rolls to his side and starts to push himself up with his hands.

BIL (Gesturing toward the ground)  
Stay down!

ANAKIN You haven't beaten me!

Anakin gathers himself. The world seems to momentarily swell as he gets his feet under him and launches himself into the air, leaping and twirling high over Bil. Bil watches with begrudging awe as Anakin flies far over his head. Halfway through the leap, upside down with his legs extended in a long arc behind him, Anakin starts pointing at small items in the hut: tools, boxes, rocks, and more. After targeting each item, he gestures toward Bil and the item goes flying in his direction. Bil is overwhelmed by the debris rocketing at him. He covers his head with his arms and hands in a defensive posture and waits for the assault to pass. Anakin lands easily on the ground. He cocks his head towards Bil.

ANAKIN (CONT'D)  
(Concerned)  
Father?

BIL Told. You. To. Stay. Down!

Bil comes out of his defensive stance in one motion, hurling his suddenly ignited lightsaber at Anakin. Anakin appears shocked that his life is abruptly at real risk. He dodges just in time and continues to look scared and surprised. Bil runs toward him, right arm extended, fingers curled as if gripping something throat-shaped. Anakin is launched backwards against the wall, choking. He fights with something invisibly holding his throat but to no avail. He slips into unconsciousness he goes limp, sliding down the wall to the floor. Bil walks up to Anakin and kicks the unconscious boy hard in the stomach with his mechanical leg. Anakin groans in new pain.

BIL (CONT'D)  
(Looking down remorselessly at Anakin)  
This wasn't a lesson.

Bil walks into the hut.

FADE TO BLACK.

EXT. DAGOBAH SYSTEM - EVENING

The camera pans down as Qui-Gon and Yoda's ships lift off into outer space. The camera pans down and toward the cave Yoda exited earlier. Amongst the trees and dense shrubs,  
DARTH MAUL flickers into existence as if from nowhere. Maul is humanoid, with dark robes and Caucasian skin. Wooden colored spikes of bone extrude from his head. Twenty yards behind him DARTH SIDIOUS fades into view. Sidious is an older human male, with silver hair and a regal visage. He wears a dark, heavy, hooded cloak, underneath which his eyes are closed in extreme concentration. One hand is outstretched toward Maul. The other held high over his own head, suggesting he was responsible for an illusion that kept them both from Yoda and Qui-Gon's notice.

MAUL I don't believe it.

SIDIOUS (First relaxing from great concentration, then with a look of derision)  
Hm?

MAUL You were able to hide us from Master Yoda.

SIDIOUS Concealment is a power few Sith have. The dark side of the Force is strong in this place. The Jedi have yet to understand how weak they've become.

MAUL Perhaps we should have attacked.

SIDIOUS Patience, my friend. Master Yoda blindly helps us. To fulfill the prophecy, Anakin must turn to the dark side. Anakin will become a Jedi. Only then can we balance the Force. Prophecies must be...  
triggered.

As Sidious speaks the word "triggered," he gestures with his fingers and the words DARTH VADER dance in green and white light in front of him.

SIDIOUS (CONT'D)  
Now, we must move quickly. All is proceeding as I have foreseen it. It is time for you to make a new acquaintance.

MAUL Yes, my master.

The camera zooms in on the words "Darth Vader" that hang ominously in the air in front of Sidious.

FADE TO BLACK.

CUT TO:

EXT. TATOOINE - DUSK

The deep-throated sounds of a speeder bike zooming in a haphazard trajectory grow alternately louder and softer. Shadows and lights from two suns flicker across dunes of sand turned molten red by the angle of the light at this evening hour. Zoomed in closely, the camera moves from right to left across the metallic shafts at the front of the bike and toward a booted foot cocked against an accelerator pedal. The foot pushes down hard on the pedal and the bike takes on an even more frantic pace, past the camera's view. The camera turns toward the speeding bike as it flies forward. The view shifts overhead. The rider dodges and weaves through natural obstacles in the sand with speed and precision. The bike slows a bit as it approaches a small crater and takes a hard turn up away from the camera and toward the sky as the camera pans around to a front facing view again. Two setting suns, one larger and much darker red than the other, bathe the scene in red and purple as the slowing bike spins on its Y-axis, briefly leaving the top edge of the camera's view while it flips over and heads back to the ground. Eventually it lands softly in the crater,  
next to a small thatch and mud home. Anakin, wearing a long dark cloak, steps off the bike and walks past a collection of droids, many of them only half-complete. He enters the home.

ANAKIN (Stepping through the door)  
Moooooooooom!

SHMI SKYWALKER sits at a table, fiddling with a partially complete C3PO. She talks while she works, adding coverings to his mostly exposed inner wiring. Shmi is young and pretty but unconcerned with her looks. She has dark hair that falls messily over her eyes and wears a tank top and baggy pants with lots of pockets, out of which poke little tools and devices.

C3PO (Eyes alight, with excited mannerisms)  
Anakin! How wonderful to see you sir! I was just telling the Maker...

SHMI Stop calling me that!

C3PO Yes... Shmi.

Shmi smiles, lightly rolls her eyes, sighs a bit, and continues working.

ANAKIN (Chuckling)  
Hi 3PO.

Anakin picks up a tool and starts helping Shmi with 3PO's coverings. Shmi glances up and notices Anakin has red burn marks on his neck and looks generally haggard.

SHMI Anakin! Again? You haven't killed the old man yet?

ANAKIN (Sheepishly)  
He's not that old.

SHMI That's what I used to tell my mother.

ANAKIN Anyway.

Shmi appraises Anakin for a moment, then starts fiddling with some electronic component in front of her.

SHMI (Offhandedly)  
Have you...

ANAKIN Nope.

SHMI You don't even-

ANAKIN Not considering it.

SHMI (Looking up)  
Tell me your score again.

Anakin pauses and stares at Shmi for a beat.

ANAKIN 3PO, how many languages do you know?

3PO looks toward Anakin and begins to answer.

SHMI Don't answer that 3PO!

The electronics in 3PO's neck whir as he looks backs toward Shmi, then back at Anakin.

ANAKIN Don't you want to know my score?

SHMI (Sarcastically)  
No, I'm asking because I enjoy taking off 3PO's head and replacing all his gears every time I talk to you.

3PO, eye's glowing brighter and looking more aghast, looks quickly back and Shmi, then quickly at Anakin again, then slowly, deliberately raises his hands and grasps each side of his head as if to hold it in place.

ANAKIN 3PO is fluent in over six million forms of communication.

SHMI I know how many forms of communication he's fluent in. I built him.

ANAKIN Then you know.

SHMI Know what?

ANAKIN My score.

SHMI (Lowering her eyelids halfway with feigned annoyance at Anakin.)  
I already know your score. I want you to say it.

ANAKIN Why?

SHMI (Somewhat animated)  
I think if you say it you will realize how impressive it is. I think if you say it often enough you'll see that you're wasting your time on Tatooine. I think if you scream it out loud you'll find yourself amazed by the fact that you have the highest Midichlorian score ever!

(Beat)

ANAKIN (Not angry, but yelling as loudly as he can.)  
SEVEN ONE FIVE TWO FIVE SIX! Same as the number of languages 3PO knows.

C3PO (With a professorial tone)  
Shmi, if I may interject, I believe Anakin has converted the number of languages in which I am fluent into the binary language of moisture vaporators.

SHMI (Looking at Anakin)  
Are you saying-

C3PO You see, if you take six million bits and-

SHMI (Grinding her teeth while talking)  
Not. YOU. 3PO.

3PO stares blankly.

SHMI (CONT'D)  
Anakin?

Anakin smiles broadly.

ANAKIN Yes?

SHMI Is 3PO saying that your score is related to the binary language of moisture vaporators?

ANAKIN The test is endless! It literally does not end. If you keep getting the right answer, they ask more questions. It's boring and exhausting. It's the stationary speeder bike of tests. How hard do you have to pull to rip the ears off a Gundar? Really?

SHMI Did you get that question right?

ANAKIN I don't know.

SHMI They tell you if you got it right or wrong. You must know.

ANAKIN I gave them an answer and they said the test was over. That was the end.

SHMI What did you say?

ANAKIN That was the end.

SHMI No, when they asked you the question. What did you say?

ANAKIN (After a beat, with intensity)  
Who cares, if it can't breathe?

They stare at each other for a moment.

ANAKIN (CONT'D)  
It's a meaningless test! It measures nothing!

SHMI How do you know?

ANAKIN (Superciliously)  
I could sense it.

SHMI I thought they have a Jedi administer the test precisely so the taker can't sense it.

ANAKIN Yeah, well.

SHMI Maybe that's the test.

ANAKIN (With less self-assurance)  
What's the test?

SHMI They let you read their mind.

Anakin stares at her blankly.

SHMI (CONT'D)  
You're not moving in here.

ANAKIN Very funny.  
(After a pause)  
Why not?

SHMI (Imploring)  
Anakin, get out of this place. There's nothing for you here. Become a Jedi. Don't be like him. There's no good in him. He was different once, but that was a long time ago. Be better. Do better.

ANAKIN (Quietly, with a bit of remorse)  
I turned them down. They don't ask twice.

Anakin looks down.

SHMI Anakin. Look at me Anakin. I left your father, Anakin. Why did I do it Anakin? Not out of fear. Not from hate. I acted because I finally knew who I was, Anakin. And I wasn't for him. When our purpose is clear, when we feel something so powerfully we are compelled into motion - look at me Anakin - we act because we love. I wanted to take you from him completely. I failed. I failed you. But you're not stuck here,  
Anakin. There is always a choice.

Anakin stares at her earnestly. He has no response.

CUT TO:

INT. BLACK SUN CAVE - NIGHT

Large metallic and carbon snake-like creatures slither easily across the floor of an enormous cave. Legs emerge from one and it jumps gracefully from one ledge in the cave to another. The camera pans up to reveal winged versions of the same creatures that flutter, dart, and fight with each other. Ravenous and evil, these snake-like creatures can barely keep from killing their own as they scour the cave for sustenance. The camera picks up one particularly large and fast creature flying randomly and then - with the barest indication that it's identified something foreign, something that might be food - it starts moving with purpose, in a singular direction. The camera follows the snake's point of view until, out of the darkness, a lightsaber ignites. The sword swings in a two-handed uppercut and suddenly the creature is dead, sliced cleanly in half. The wielder of the sword brings the blade to face level. He is a twenty-something man with dark eyes and hair. He looks a bit worse for wear, as if this place has taken some time and effort to find. He's dressed and equipped like a warrior. There's a gun on his belt, as well as some items that could be useful in a fight. He surveys the scene in front of him and then bursts into action. He moves like a Jedi, attaining impressive heights with his jumps and flips. As he progresses further into the cave, more of the snake-like creatures begin to attack him. With effort, he carves his way through them, sometimes using his blaster, sometime his lightsaber. Using the cave to his advantage, he jumps and spins his way around, over, and through many of the nastier looking snakes. Eventually he makes his way to a large metallic door. When he arrives there, the snakes recede into the darkness. Aware of this,  
he pauses for a moment to catch his breath. He sheathes his blaster and lightsaber. After a moment, he balls his hand into a fist and knocks once, loudly, on the metal door. After a beat, a screen, hidden within the metal door flickers into view. The face of GENERAL GRIEVOUS appears in the screen. A man in his fifties, completely bald with scars on his cheeks and head and a small breathing apparatus over his mouth, Grievous looks over the newcomer. The man outside the door squints at the face in the screen,  
and then inhales sharply.

WARRIOR So. It's true. Black Sun.

GENERAL GRIEVOUS (In drawn-out words, with dulcet, electronic tones)  
Yes. It's true!

WARRIOR And you are Grievous. I thought you were a myth.

GENERAL GRIEVOUS No my boy! I am very real! Now, I must know. Why are you here?

WARRIOR (Gathering himself thoughtfully)  
I... I want to join you. Fight for our shared goal.

GENERAL GRIEVOUS Which is?

WARRIOR To bring balance to the Force.

GENERAL GRIEVOUS Quite right! Quite right! And how did you find out about my little band?

WARRIOR A dream. A vision. Something I never felt before, enhancing my own strength. I felt the Force flowing through me. I want that feeling again.

A momentary flash of anger crosses Grievous's face, but it's quickly gone.

GENERAL GRIEVOUS And you believe we can give this gift to you?

WARRIOR You can complete my training. I can go no further on my own. It...  
it was you who sent for me. Please, my... master.

The warrior bows his head toward the screen.

GENERAL GRIEVOUS (Laughing heartily)  
It was not I who sent for you!  
Stand up, boy! There are not masters here, only members. We train together, learn together! Do you understand?

WARRIOR I think so.

GENERAL GRIEVOUS No matter. You must be very powerful to have made it this far. But are you powerful enough? You must face one last trial before you can come through this door.

WARRIOR Whatever it is, I'll do it.

GENERAL GRIEVOUS Good. Good! Well then, if you are still on the other side of that door in the morning, we will let you in and... begin your training. Goodnight, my boy!

With that, the screen flickers to darkness and the man is left standing at the hard door.

WARRIOR Wait. What?

Alarmed, he turns quickly and grabs for his weapons, but he is too late. While the screen goes dark, dozens of flying,  
crawling, and jumping snakes descend on him, attacking over and over again, ripping flesh from bone, and bone from body. There is barely time for the man at the door to scream before he dies.

FADE TO BLACK.

CUT TO:

EXT. TATOOINE - SKYWALKER HUT - NIGHT

It is a warm, reddish, desert night. Amidst the blackness of evening, the sound of knocking is heard against on a door. As the door cracks open, light spills out, revealing Qui-Gon Jinn waiting patiently outside the Skywalker hut. The door opens further. Bildungs is on the other side, blocking the way.

BIL (Annoyed)  
You.

QUI-GON JINN (Calmly)  
Bildungs. Is Anakin in?

BIL No.

QUI-GON JINN Well, I'll wait then.

Bil stares derisively at Qui-Gon. Qui-Gon stares back with placid calm, and a layer of humor behind his eyes.

QUI-GON JINN (CONT'D)  
(After a moment)  
Let's assume you eventually invite me in.

Qui-Gon hikes at his robe and slides smartly past Bil through the doorway. Bil stares out into the night for a moment,  
then grunts and closes the door.

CUT TO:

INT. TATOOINE - SKYWALKER HUT

Inside the hut, Bil walks slowly over to a chair and takes a seat. Qui-Gon stands eagerly by a kitchen counter, looking at Bil. Bil stares straight ahead, ignoring Qui-Gon.

QUI-GON JINN Drinks, then?

Qui-Gon pours two drinks of blue milk from a nearby container. He hands one to Bil who takes it grudgingly. Qui Gon sits on a chair opposite Bil. Qui-Gon takes a big gulp.

QUI-GON JINN (CONT'D)  
Ahhhhh. Did you know your son achieved the second highest score ever recorded on the Midichlorian test?

BIL (Grunts)  
Thought it was the highest.

QUI-GON JINN Not quite. One did better. Not long ago in fact.

BIL Where's he from?

QUI-GON JINN Anakin? Tatooine, obviously.

BIL Guy who scored the highest. Where's he from?

QUI-GON JINN Ah. She is from Naboo. A princess, if you can believe it. Of course the test is just a series of questions. It only suggests the capacity to be a Jedi, it does not predict. That is a much more difficult task. But you know that,  
don't you?

BIL (With a measured stare)  
How can a bunch of questions tell you if someone can be a Jedi?

QUI-GON JINN No one knows! That's the beauty of it. We only know the Force is strong in those who do well. But,  
as I said, those who do well simply have a chance of becoming a Jedi...

Bil glares at Qui-Gon and turns his head to the left, his eyes staying fixed on Qui-Gon until they no longer can. He stares off into the distance.

QUI-GON JINN (CONT'D)  
...as you know- Ah. Excellent.

Qui-Gon tilts his head and waits a beat. The door opens. Anakin walks in.

ANAKIN Father, there's a ship outside. Looks fancy and...  
(Sees Qui-Gon)  
...oh.

Qui-Gon smiles broadly at Anakin. Bil scowls at Qui-Gon but Qui-Gon ignores him. Anakin brightens at Qui-Gon's smile.

ANAKIN (CONT'D)  
(With hope)  
You again?

QUI-GON JINN You remember me?

ANAKIN You were my Midichlorian test administrator.

QUI-GON JINN Your intuition serves you well Anakin. I appeared quite differently when I gave you that test.

Anakin smiles.

BIL (Visibly annoyed that Anakin seems happy about Qui-Gon's arrival)  
Qui-Gon here says you scored second best on his test.

ANAKIN (Surprised)  
Second?

BIL Yup.

Anakin looks at Qui-Gon.

QUI-GON JINN (unperturbed)  
Second best amongst thousands is quite a feat Anakin. You should be proud.

ANAKIN Yeah. Well, I could have done better.

QUI-GON JINN (Amused)  
Could you have?

ANAKIN I... I got bored.

Qui-Gon raises his eyebrows and barely hides a smile.

BIL Delusions of grandeur, this kid. That's all it is. Won't pick up a lightsaber. Won't train. Won't try. A waste.

QUI-GON JINN (With quiet anger)  
Nor would I train, with a bully.

They stare at each other for a beat.

BIL (Snorting with anger)  
You Jedi think you rule the galaxy. Your day will come. Sooner than you think too! There are many paths to the Force. Anakin didn't choose yours.

QUI-GON JINN You are suggesting there is another?

BIL Maybe I am. Maybe soon he'll realize there's a choice to be made, and maybe he'll stop building droids with his mother and embrace his destiny.

Qui-Gon stares intently at Bil. Anakin looks back and forth between the two of them, unsure what to do.

QUI-GON JINN There are many destinies. Long have we watched you Anakin. You turned the Jedi down once. I'm here to offer you something we have never offered before.

ANAKIN What's that?

QUI-GON JINN (Smiling)  
A second chance.

Anakin blinks

QUI-GON JINN (CONT'D)  
Anakin, there are those on the Jedi council who can't possibly understand why you would turn away from the... privilege of becoming a Jedi. Some tried to block me from coming here today. But there are those who believe - as I do - that you showed great wisdom in choosing a different path. Perhaps we tested you too early.

ANAKIN (Quietly)  
I was scared.

QUI-GON JINN A good instinct. Life at the Jedi Academy is difficult under any circumstance... although I'm not certain that was the source of your fear.

ANAKIN Any circumstance?

QUI-GON JINN You have given those who will oversee your time at the Academy reason to dislike you before you even arrive.

ANAKIN Why?

QUI-GON JINN By turning them down, Anakin. But you have become strong (with a sidelong glance at Bil) and almost completely on your own. They will make your trials incredibly difficult. You will have to prove yourself doubly if you are to become a Jedi.

ANAKIN I'm not afraid anymore!

QUI-GON JINN You will be Anakin, you will be. But that is part of the test for any Jedi. Can you control your fear? Focus on your potential and quiet the voices of your limitations? Can you find what it is you ought to do and do it? To follow these lifelong pursuits is the choice every Jedi makes.

Anakin nods with a bit of understanding.

ANAKIN Why, though?

QUI-GON JINN Why?

ANAKIN Surely there are others in the galaxy who have done well on your tests? Surely there are others who can become Jedi.

QUI-GON JINN Fewer than you may think.

Qui-Gon appraises Anakin for a long moment.

QUI-GON JINN (CONT'D)  
Anakin, matters are worse than you know. We need you. Learn about the Force Anakin. Become a Jedi.

Anakin stares at Qui-Gon for a moment, then looks at Bil.

ANAKIN Father?

BIL (Looking at Qui-Gon)  
He's not going.

QUI-GON JINN This is his choice.

BIL No. It's mine. He doesn't understand the pathetic, craven nature of the Jedi. He sees you as gods. Maybe you are. Gods who sit up on your mountain and sneer down at the rest of us. You want another god to sneer down with you. Highest score ever. Please!

QUI-GON JINN (Unperturbed)  
Second highest. And it's true.

BIL You admit the Jedi are pathetic?

QUI-GON JINN (Smiling)  
True that he achieved the second highest score. As Anakin observed earlier, I was his test administrator. I recorded the score. (Looks at Anakin)  
Now, Anakin, shall we? Take nothing with you. We will provide all that you need.

Qui-Gon rises and begins walking towards the door. Anakin looks desperately at Bil, who ignores him. Finally, he turns and follows Qui-Gon out into the darkness.

CUT TO:

EXT. TATOOINE - SKYWALKER HUT - NIGHT

Outside the hut, Anakin follows Qui-Gon to his ship. As they walk, a lightsaber ignites in the doorway of the hut behind them.

BIL Qui-Gon Jinn! You're not taking him.

Bil leaps toward Qui-Gon. Qui-Gon whirls, igniting his own lightsaber and runs back towards Bil, shielding Anakin from Bil's onrush.

QUI-GON JINN Anakin! Stay back!

Qui-Gon gently Force-pushes Anakin down and behind his ship. Anakin is momentarily stunned. The move briefly costs Qui Gon his advantage, as he barely gets his lightsaber around in time to block Bil's initial blow.  
He is pushed back and put on the defensive as Bil demonstrates his best swordplay. Against the backdrop of nighttime darkness, Qui-Gon gradually regains his footing and slows his movements until it appears Bil is attacking with every ounce of his strength and energy while Qui-Gon uses only a minimum of his. Qui-Gon generously allows Bil to exhaust himself until he is moving slowly, breathing heavy,  
and visibly humiliated. Bil pauses for a moment to appraise Qui-Gon. Turning to his signature attack, Bil runs at Qui Gon with his arm outstretched, hand in a grip position,  
attempting to choke Qui-Gon. Qui-Gon looks annoyed and disappointed as he swats at the air, seemingly batting away the choke attack with a swing of his arm and a "Bah!" Bil,  
hit by psychic backlash, spins completely around and stops ten feet from Qui-Gon. Anakin appears dazed and amazed. Finally, Bil drops his arms to his sides, looking exhausted.

QUI-GON JINN (CONT'D)  
It is time for him to step into a bigger world. Allow him this.

BIL You'll not take him!

Bil reignites his lightsaber, finding the energy to leap high in the air, coming down upon Qui-Gon, attempting the killing blow. Qui-Gon waits until seemingly Bil is just inches away.  
Then, impossibly fast, he unleashes a Force-push at Bil's chest, launching him back and onto the ground. Bil is beaten. His lightsaber goes dark.

QUI-GON JINN You have anger. You have hate. Perhaps that's all you have.

With a flick of his wrist, Qui-Gon uses the Force to take Bil's lightsaber from him. With considerable violence, he breaks it over his knee. Anakin awakens from his daze and rushes toward Bil.

ANAKIN (At Bil's side)  
Father!

BIL (Deliberately not meeting Anakin's eyes)  
Go then. Be gone. You won't get a goodbye from me. I won't see you off. I won't see you at all.

Without looking at Anakin, Bil picks himself up from the ground and walks back into the hut, closing the door behind him. On the verge of tears, but with resolve, Anakin turns and looks back at Qui-Gon.

QUI-GON JINN Your father is a more dangerous man than perhaps we knew. Come Anakin,  
it's time to go.

ANAKIN I must say goodbye to my mother.

QUI-GON JINN Quickly then.

Qui-Gon gets into his ship, Anakin on to his speeder. They head off in the same direction.

CUT TO:

INT. DARK CAVE - NIGHT

Black-cloaked and hooded, Darth Maul walks through the dark,  
enormous cave-like structure. Snake-like creatures with metallic, carbon bodies skitter around the periphery of the cave. Maul pays them no mind as he calmly proceeds. The snakes seem to sense the power of this man, they hiss and dart within a few feet of him, but fall back instead of attacking. Maul reaches the large metallic door and makes one, full-fisted knock. The inquisitive head of a robotic microphone pops out of the door and extends toward the hooded figure buzzing and beeping in a way that could be construed as a guarded greeting.

MAUL I bring a message.

The microphone retreats into the door. The door creaks for a moment, then slowly opens wide.

Maul waits for the doors to open fully, and then walks purposefully through. Two armed GUARDS, each wearing a blaster and a lightsaber on his belt, stand on each side of a door at the end of the corridor. They look at Maul apprehensively. Unbidden, Maul raises his arms. Forming his hands into loose fists, he allows the guards to bind his wrists. They stare at him for a moment, and one slowly reaches out to pull back Maul's cowl. He grins as he is revealed, and his smile deepens when he sees fear quickly cross each guard's face.

GUARD ONE He will see you now.

MAUL (Still smiling)  
Thank you. Proceed.

Guard Two types a code into the door and it slides easily open. The guards escort Maul down another corridor to a small antechamber, where General Grievous awaits. Grievous is part machine, part man. In addition to the breathing device, he has robotic hands and feet. Much of his body is draped in clothes and a large cloak, making it difficult to see the details of his entire makeup. Maul and the Guards halt as the reach Grievous. Grievous beckons and he and Maul walk down another long corridor as they talk.

GENERAL GRIEVOUS Maul, is it? Are you the one who places Black Sun in people's dreams? We don't need help recruiting.

MAUL You do not like our gift? My master expresses his interest in your endeavors.

GENERAL GRIEVOUS Ah yes, the famous "Rule of Two." There may only ever be one Sith lord and one apprentice, is that how it goes? Tell me, do you ever worry you are not the only one?

MAUL You know much of the ways of the Sith.

GENERAL GRIEVOUS We are mere infants in the ways of the force, but fast learners. What is it your master finds so interesting about our group?

MAUL We share a common purpose.

GENERAL GRIEVOUS (Sizing Maul up)  
You wish to bring balance to the force? Sith are destroyers.

MAUL Destructive rulers live only to see the end of their reign. Sith are not so pitiful. Long have the Jedi dominated the galaxy.

GENERAL GRIEVOUS We help you destroy the Jedi and then... what?

MAUL You do not know the power of the dark side of the force.

GENERAL GRIEVOUS And you can teach this power?

FADE OUT.

CUT TO:

EXT. TATOOINE - DAWN

The suns rise along the edge of the horizon. Anakin stands atop a small dune outside the Shmi's house, staring intently out across the desert as the two suns - one larger than the other - break the horizon. Music plays (no dialogue is heard) as Qui-Gon speaks with Shmi. She looks at him and nods. Then she looks past him at Anakin. Sensing her gaze,  
Anakin turns and returns her stare. He rushes over to her and they embrace, Anakin with his head buried in her shoulder, Shmi with one arm around Anakin's back and one hand on the back of his neck. She leans back to look him in the face.

SHMI Don't be afraid of what you can do,  
Anakin. Don't be afraid.

Anakin looks at her for a moment and then nods. He kisses her lightly on the forehead, and then turns to Qui-Gon, who nods at him, then at Shmi. They walk towards Qui-Gon's ship and step in. They take off toward the binary suns. The camera moves from watching the ship from the outside to within the cockpit. Qui-Gon grasps two levers with his right hand and pulls back in a slow, deliberate motion. The camera pans forward and through the cockpit as the ship approaches the two suns. One is closer than the other and space opens up between them as the ship approaches. They are the first stars seen as the ship begins entering hyperspace. Music swells as the ship disappears.

CUT TO:

EXT. CORUSCANT - DAY

The music stops abruptly.

The screen is filled with a view of the dark side of the planet Coruscant. The planet is shown in stark relief, but the dark side is nearly as dark as the space surrounding it;  
only the light from nearby stars and the rays and twinkles of a sun on the opposite side make it visible. The surface of the dark side of this planet cold, mountainous, desolate, and harsh; but distinct and, in a way, beautiful. There is little movement or indication of life. The camera pans sharply to the left and around the side of the planet,  
revealing a sun blazing brightly on the other side. Starting at the edge of the sun's light, civilization has firmly taken hold. High-tech roads, buildings, ships, and other man-made trappings densely populate the land, and as the camera continues swinging around the side of the planet it appears the city goes on infinitely across the light side. The camera settles in the space in between the planet and the sun, which are roughly the same size and rotate around each other synchronously. The planet does not spin on an axis but instead remains with one half bathed in sunlight, the other in shadow. Around it, at the equator where the light and dark sides of the planet meet, a small moon spins serenely.

Engines roar, and a huge ship moves slowly across the upper most portion of the screen, then the upper third. It is a pre-war star destroyer; massive but not as big as they will eventually become. As it passes overhead, the engines ignite a little hotter, and the ship accelerates as it approaches the planet. The camera follows it as it winds around towards the front of the planet, in between the sun and earth, and begins its descent into the atmosphere. The ship breaks through light clouds, and the urban landscape fills the screen ahead. The enormity of an entire half of a planet covered in cityscape becomes apparent. The ship passes over skyways teeming with flying vehicles. Vast industrial plants devoted to power, water, and cooling, along with factories and the machinery of industry dot the horizon; giant apartment towers cover great swaths of land. It is a concrete jungle in three dimensions, with the skyways as active as anything happening on the ground. The star destroyer passes by a huge building that houses the Imperial Senate and banks upward, toward the top of a large housing structure. At the top it hovers momentarily above an enormous landing pad and then gently sets down. A contingent of guards and humanoid creatures from various corners of the galaxy walks purposefully out from a large doorway at the far end of the landing platform. The guards form a line on each side of the star destroyer's main entrance while a ramp extends from the massive ship. Surrounded by yet more guards and notables, Sidious, dressed in the regalia of a dignitary, walks down the ramp and past the guards towards his welcome committee. He converses easily with the committee members, then quickly looks up and catches a glimpse of a small ship, speeding quickly by. He watches it for a brief moment, thoughtfully, then turns back to his glad-handing.

The camera veers sharply toward the small ship and speeds up to follow it. The ship dodges and weaves past other flying vehicles, larger ships. It flips and screws its way around buildings and over landmarks, always at speeds that seem far too dangerous for the surroundings it must navigate. But it is successful. Finally, it heads in a straight line towards a landing platform on the ground. The platform is bathed in light that seems to emanate from somewhere far up in the sky. The ship slows to an appropriate speed and lightly touches down next to other ships of various sizes and origins. Qui Gon Jinn emerges, a bit unsteady on his feet. Anakin Skywalker leaps out after him, apparently no worse for wear and smiling broadly.

ANAKIN Thanks for letting me fly!

QUI-GON JINN (Slightly queasy)  
I learned much about you from the experience. Welcome to Coruscant. The center of the galaxy.

Anakin's smile widens, then fades a bit.

ANAKIN This doesn't look like a temple.

QUI-GON JINN (Finding his bearings)  
Look up.

Anakin looks up and follows the structured paths of light from the ground up into the sky. Viewed from the center of the platform, the light forms a tower, reaching up into the heavens. Anakin spies a platform made of light about 50 feet up the light tower wall. He looks questioningly at Qui-Gon.

QUI-GON JINN (CONT'D)  
(Gesturing up)  
The Skywalk. The Force must be with you, if you wish to cross into the temple.

ANAKIN How? It just looks like light.

QUI-GON JINN A reminder of the path one chooses when becoming a Jedi. Come, I'll show you.

Qui-Gon enters the center of the light-tower, bends slightly at the knees, and leaps up onto the light platform. It holds him easily.

The leap is almost impossibly high, even for a Jedi. Anakin gapes at Qui-Gon in awe.

QUI-GON JINN (CONT'D)  
Your first lesson! Join me on the platform!

Anakin walks to the center of the base of the light tower and stares up at the platform. He shakes out his arms and legs nervously. He bends his knees slightly and looks ready to jump, but he pauses and stands back up straight.

ANAKIN It's too high!

QUI-GON JINN Concentrate Anakin! Feel the Force. See yourself standing on this platform. When you are ready,  
it will be no more difficult than standing where you are now.

Anakin stares at Qui-Gon for a moment, then slowly closes his eyes. His breathing softens and his body relaxes as he sets himself. He opens his eyes again, and leaps.

As Anakin jumps, the sides of the light-tower walls light up with ghostly images. First, an image of a young Bildungs and Shmi with a baby in their arms. Then another showing Anakin as a young boy riding his first speeder, happy and carefree. Then Bil and Shmi fighting, Shmi leaving, and Anakin angrily lashing out with his Force powers. Then Anakin sitting alone at school. Then Anakin answering questions on the Midichlorian test. Then Bil and Anakin dueling, and Anakin recoiling in horror as he cuts off Bil's leg below the knee. Then Anakin lying with his head in his mother's lap, her stroking his hair. Then the face of a beautiful sixteen year old girl staring directly at Anakin. Finally, an image of Anakin leaping easily from the base of the light tower to the platform where Qui-Gon is waiting. The camera pans away from the wall of the tower and toward Anakin, who flies up past the platform and lands on it easily, next to Qui-Gon. The sound of an iron lung, slowly breathing, fills the distant backdrop.

ANAKIN (Somewhat emotional and breathless)  
What. What was that?

QUI-GON JINN The Skywalk tells you the story of how you arrived at the platform in the time since your last visit. You have never been here before, so we saw many important moments in your life.

ANAKIN We? You see it too?

QUI-GON JINN Let us keep no secrets from one another Anakin. A Jedi is not afraid of the past.

ANAKIN (After a beat)  
My father...

QUI-GON JINN You were responsible for his leg. We all have fathers Anakin.

Anakin looks down for a moment, then back at Qui-Gon.

ANAKIN The girl. I don't know her. Who is she? She's beautiful.

Qui-Gon closes his eyes for a moment of concentration, then opens them.

QUI-GON JINN Hmmmm. The future. A rare occurrence! She must be very important to you.

ANAKIN I don't even know who she is!

QUI-GON JINN (Smiling)  
It appears you soon will my boy! For now, it is enough you passed the first test. The jump is not so high as it seems...

They look down and now the platform seems to be only a few feet off the ground.

QUI-GON JINN (CONT'D)  
...willingness to take a risk is its own reward. You are brave Anakin, and strong with the force. Come.

The platform stretches ahead of them and connects to a short road. As they take a few steps, they are transported through space to a similar light tower with a similar platform. Ahead of them is the Jedi Temple. Anakin looks back and sees Coruscant teeming with life below him. They are on the planet's small moon. The camera pans back to show them walking along a light-bridge connecting the platform they jumped onto to the base of the Jedi Temple.

CUT TO:

EXT. SPACE NEAR THE JEDI MOON - DAY

The camera rises up along the outside of the Temple, then past and into outer space. It zooms quickly toward a small ship on the approach to the Jedi Moon. In the ship is OBI WAN KENOBI. He flips a few switches and prepares for descent. As he looks up, two ships emerge from hyperspace behind him and begin firing. Obi Wan's ship takes glancing blows from the attack as he starts spinning and turning to avoid any worse hits.

OBI WAN R2! Channel all power to the rear deflectors! Take over maneuvering! I'm going to contact the Temple!

Obi Wan fiddles with the ship's communication console.

OBI WAN (CONT'D)  
Obi Wan Kenobi to Jedi Temple! I've been ambushed by two fighters! They may be Black Sun! Attempting to maintain course while avoiding their attack! Launch a probe droid to gather more data! I'll do what I can to keep from getting killed up here.

A voice from the communicator answers.

TEMPLE COMMUNICATIONS Affirmative Obi Wan. Probe launched. Be careful out there.

Obi Wan gives the speaker a knowing look.

Obi Wan's ship takes a steep dive and then banks into a series of rolls and yawns intended to keep laser fire damage to a minimum. The attackers pursue but manage only a few blows that glance off the rear deflector shields. More interested in delay than winning the battle, Obi Wan tracks the incoming probe droid on his ships display and continues to delay the engagement. R2 responds to Obi Wan's relaxed attitude with a series of harried beeps.

OBI WAN Yes well you're better at piloting than I am. But I see your point. They will get suspicious if we don't engage.

Obi Wan takes the controls and turns the ship in a wide arc,  
circling back and around in order prepare a shot. Soon he starts heading directly for the enemy ship. He manages to dodge a bit of fire at first, but soon R2 starts beeping and whirring with intensity.

OBI WAN (CONT'D)  
What do you mean, do I want power diverted to the front deflector shields!? Of course! Divert! Divert!

R2 responds with indignant muttering.

OBI WAN (CONT'D)  
At some point you're just going to have to do it WITHOUT being ordered to!

At that moment, the ship takes a direct hit. Power surges overwhelm the electronics as warning alarms go off. R2's cockpit crackles with excess power that builds up and hits him hard, ejecting him full force from the ship. He streams off into space with a long digital scream.

Obi Wan notices R2's unexpected absence and looks momentarily concerned. Giving up on the ship, he hits a button and a small helmet drops onto his head and seals with his flight suit at the neck. He unlatches himself from his seat, grabs his lightsaber from his belt, and cuts through the top of the cockpit. With a suitable hole cleared, he leaps up from his seat, landing in a standing position on the nose of his ship,  
and hooking his feet into crevices in the ship's hull. Incoming fire from the attacking ships rains down on him but he deflects it with his lightsaber. The ships break their pattern and head in opposite directions, preparing to flank Obi Wan on both sides. With a half smile, Obi Wan extinguishes his lightsaber,  
turns, and hurls it into space. The saber all but disappears from view as it travels, end over end, into the void. The ships continue heading in opposite directions, one toward the area where Obi Wan threw the saber. Obi Wan's eyes are closed as he holds for a beat and then motions with one hand. The lightsaber ignites as it nears one of the Black Sun ships,  
which explodes as the blade cuts through the ship like a buzz saw. Moving quickly, Obi Wan reaches out with his hand toward the lightsaber. Strain shows on his face and muscles as he wills the sword to him. The saber extinguishes again and, still flipping end over end, changes direction as if attached to a rubber band. It accelerates towards Obi Wan as he further intensifies his concentration. Inside the cockpit of the remaining enemy ship, General Grievous notices his wing man has just exploded. He flips a switch and yanks hard on the flight controls, and makes a beeline for Obi Wan.  
Lasers shoot from the cannons on the front of the ship. The camera tracks the laser blasts and accelerates to follow them toward Obi Wan, whose back is still turned as he strains to return his lightsaber. Obi Wan risks a glance behind him and sees the blasts coming towards him. He reaches back,  
straining even harder towards the lightsaber as it comes into view. All in one motion, the saber lands in his hands, and he swings his arms around while lighting the sword. The blasts glance off at the last possible second, and Obi Wan turns fully toward the oncoming ship. With a low growl,  
Grievous throws the ship into a barrel roll and fires mercilessly at Obi Wan, but Obi Wan deftly deflects the attack. Suddenly, the ship stops firing and begins sharply diving. With a small frown on his face, Obi Wan tracks the ship's trajectory as it circles underneath his standing location and positions to begin firing not at Obi Wan but the ship he's standing on. Obi Wan leaps off the ship just before it explodes under fire from his attacker. Finally at the mercy of a vacuum, Obi Wan drifts without control while the ship bursts through the recent explosion and closes in on him. The camera pans far enough out to show Coruscant and the Jedi Moon in the middle distance. Just before the attacking ship is position to fire again, two large ships arrive out of hyperspace. They begin attacking Obi Wan's aggressor, causing it to take evasive action. Grievous is a talented, and gets off a few shots while avoiding the oncoming ships. Knowing he's going to run out of luck eventually, he turns away from the planet below, accelerates away from his attackers, and enters hyperspace. Obi Wan's rescuers pull around underneath him and open a bay door. Obi Wan enters and pulls off his helmet as soon as oxygen and gravity are restored to the ship's bay.

CUT TO:

INT. SHIP COCKPIT - DAY

Obi Wan enters the cockpit of the rescuing ship.

OBI WAN Did we get what we need?

SHIP CAPTAIN Depends on what the probe droid picked up. We'll know soon. Let's get back to the Temple and take a look.

CUT TO:

EXT. SPACE NEAR THE PROBE DROID - DAY

R2D2 floats in space. He is damaged from the shock he received, but flickering lights and a slowly spinning head indicate he is returning to a mostly normal operating state. As he does, he focuses in on something in the distance - the probe droid floating in space. Suddenly, Grievous's ship appears, guns ablaze, out of hyperspace. The probe droid explodes under the onslaught. Grievous's ship quickly re enters hyperspace. The camera pans back to R2, and then close up to one of his circular blue screens, where the image of the probe droid plays over and over again.

CUT TO:

INT. SHIP COCKPIT - DAY

SHIP CAPTAIN We've lost the signal to the probe droid. Did something hit it?

OBI WAN There's nothing natural out here that could have hit it that hard. See if you can track down R2. He's out here somewhere...

Obi Wan peers out into space until finds what he's looking for.

OBI WAN (CONT'D)  
There!

SHIP CAPTAIN You sure your droid is worth salvaging? That was a wicked hit he took.

OBI WAN He's not my droid, but yes. He's a far better pilot than I am.

The captain gives Obi Wan a strange look but nods and turns the ship out toward R2's location.

CUT TO:

EXT. SPACE NEAR THE PROBE DROID - DAY

A towline blasts out from Obi Wan's ship, adhering itself firmly to R2's beat-up body. R2 lets out a low whistle as he's slowly pulled back to the ship. With R2 safely onboard,  
the ship turns again and heads toward the moon below.

CUT TO:

EXT. THE JEDI TEMPLE DOOR - DAY

Anakin and Qui-Gon stare up at the Temple door, Anakin with trepidation, Qui-Gon with anticipation. Qui-Gon motions toward the door but before he can open it Anakin moves forward and through. Qui-Gon pauses, surprised but not upset, and lets Anakin get a few steps ahead. Shaking his head slightly, Qui-Gon steps through the door.

CUT TO:

INT. THE JEDI TEMPLE ENTRANCE - DAY

Anakin is at the beginning of a long walkway at the base of the Temple. Short railings line the path. The walkway is surrounded on both sides by a huge room, filled with aspiring Jedi in various modes of training. Would-be Jedi practice swordplay with stick-like lightsaber simulators, young men and women of a hundred different alien races try to manipulate objects through telekinesis, force-push practice droids, or receive a glimpse of the future through meditation. Anakin's bold entrance does not escape the notice of those nearest to him. As he walks gingerly into the room, the young Jedi around him pause what they're doing and stare, most with awe, some with envy. As they do, they lose concentration and are hit with practice sticks wielded by dueling droids and drop objects they had been levitating. Soon, across most of the temple floor objects are dropping from the sky, and students are getting knocked to the ground by droids or fellow students. Other students that were bounding around in a display of superhuman gymnastics fall unceremoniously to the floor.

Amidst the chaos, two Jedi students balancing on opposite sides of what looks like an extremely narrow seesaw are simultaneously attempting to stay upright and knock the other off. Noticing Anakin's presence, they pause, and when they do, unnoticed by the students and everyone else, the seesaw achieves perfect balance.

Finally, the room goes silent, bringing into stark relief sounds that echo from one remaining sword fight at the far end of the chamber. Two talented Jedi wearing blast helmets are engaged in a raging battle, testing every ounce of their fighting skill. Anakin continues down the walkway, as astonished with everyone as they are with him. As he gets closer to the far end, one of the two Jedi in blast helmets notices him and pauses to gape along with everyone else. Delighted with the newfound advantage, the other Jedi takes three massive swings and knocks the opponent back, over, and then down.

KNOCKED-DOWN JEDI Hey! Stop! Stop it! Arghhh!

The second Jedi stops and stands aggressively over the first.

SECOND JEDI Yield!

KNOCKED-DOWN JEDI Ow! No way!

SECOND JEDI You are beaten!

KNOCKED-DOWN JEDI Time-out, ok?!

SECOND JEDI Time... what? You've never... We don't have...

The Jedi on the ground rips off his helmet. He's sixteen and human. Still laying on the ground, he points over at Anakin.

The second Jedi turns, notices the room is a silent mess, and looks where everyone else is looking, at Anakin. The Jedi slowly removes the blast helmet and shakes out a head of long, flowing brown hair. The Jedi is PADME AMIDALA - the woman Anakin saw at the end of his Skywalk. Anakin and Padme lock eyes for a moment.

PADME I've got a bad feeling about this.

CUT TO:

INT. OFFICES OF SENATOR PALPATINE - DAY

Palpatine stands with his arms crossed behind his back, one hand holding the other, staring out the floor-to-ceiling windows that provide a sweeping view of the city and the nearby Senate. An undertone of Senators discussing politics drones in the background, but Palpatine is not listening. Instead, he stares intently out the window.

SENATOR ONE Chancellor? Chancellor Palpatine? Are you listening?

PALPATINE (After a pause)  
Tell the Ord Mantells we have no hidden intentions. The Black Sun attacks are intensifying. In exchange for a military establishment on their planet I will personally see to it the Ord Mantells receive whatever political favor it is they're looking for. I grow weary of these machinations. Every day I spend convincing you of the seriousness of this threat is one less I can devote to establishing the military presence we need. The galaxy has been at peace for far too long. The Jedi are soft. They do not understand the power of a radical.

SENATOR TWO The Jedi keep the Black Sun at bay! You heard their most recent report. It indicates progress! A droid recorded an attack near the temple. Surely now they will track down this General Grievous and put an end to the violence.

Palpatine closes his eyes and takes a deep breath.

PALPATINE You are right. I am merely preparing for the worst. Ord Mantell is close to committing their support. Can you forgive a fearful Chancellor his wish that they add their strength to ours?

Eyes closed, still facing out the window away from the others, Palpatine holds one hand closely in front of his chest, index finger pointed outward toward the window. He inches it slowly from left to right across his body. The group of six humanoid Senators sitting at a table behind Palpatine come into focus. From left to right, tracking with the movement of his finger, their facial expressions change from angry and defiant to unquestioning and mindless as Palpatine uses the Force to exercise a deep level of thought control.

SENATOR ONE I am also afraid.

SENATOR TWO Yes, the Ord Mantells are close. We need only to press the point. I will send a contingent from Dantooine immediately.

SENATOR THREE I will send a contingent as well.

The fourth, fifth, and sixth Senators nod, confirming their support. Palpatine smiles broadly and turns toward them.

PALPATINE (Still smiling)  
Now my friends, I must take my leave. Thank you for congregating here with me today. We have made much progress.

The Senators stand and nod courteously as they leave. Palpatine waits patiently for their departure, then walks up a set of stairs and through a door into corridor. As he walks, he extends his arms, and waves of light peel off his body. The regalia and heraldry of his senatorial garb melt away, revealing the dark, heavy cloak Palpatine (now appearing as Sidious) wore on Dagobah. He pulls a velvety hood over his head and steps into a small study. Deftly, he runs a hand across a shadowy, almost invisible section of the wall. He pulls in each direction, as if opening curtains,  
and reveals a hidden portal. He steps through and into a large meditation chamber. In one corner is a circular,  
raised platform, in the other a chair and a command console. In the center is a solitary sitting area. Palpatine crosses over to the console, sits down, and presses a button. In front of him appears a small hologram of Darth Maul.

SIDIOUS Report.

Maul relaxes into a bow and then kneels.

MAUL My master. I have made some progress. They are... sensitive to the Force, but limited in their understanding. I see now why the Jedi did not accept them. Still,  
some show significant progress. Many are fodder.

SIDIOUS Good. Good. Your guidance will increase their power. You have done well, my apprentice.

MAUL Thank you, my master.

SIDIOUS And what of our General Grievous?

MAUL (Thoughtful)  
The Force is with him although...  
he is not devoted to it. He believes deeply in his cause. He is not easily controlled.

SIDIOUS Do not try, my apprentice. His cause serves ours. Guard your feelings. He must not know he is merely a pawn.

MAUL I am not certain it would matter to him. He cares only for the destruction of all who use the Force.

SIDIOUS And yet, he allows you to train his men.

MAUL He expects they will fulfill their duty in the end.

SIDIOUS Do not be fooled. If his wish is to extinguish the Force from the galaxy, we will become his next target.

MAUL As you say, he benefits from my training.

Sidious's eyes close for a moment, then open.

SIDIOUS He believes you will not survive an attack by the Jedi.

MAUL And what have you seen, my master?

SIDIOUS You are destined to become a great Sith, my apprentice. I foresee you will play an important role in our history.

MAUL Thank you, my master.

Sidious presses another button on the console and the communication ends. He pauses for a moment, then walks to the meditation area, sits down, and closes his eyes. As the camera fades out, a red indicator light blinks next to the circular, raised platform.

FADE TO:

INT. THE JEDI TEMPLE - DAY

Obi Wan Kenobi is standing on a short platform in the Jedi training room, addressing a number of the older students as they gather around him. R2D2, repaired and as good as new,  
fidgets next to him. Both Anakin and Padme are among the Jedi students, all of whom listen attentively as Obi Wan speaks.

OBI WAN Listen carefully now. We have not encountered a Sith in over one thousand years. Perhaps they are gone from the universe as some say,  
but I am not nearly wise enough to be certain of such a thing. They use the Force in ways rarely accepted among the Jedi, and for good reason, for their power is corrosive, driven by selfishness and hate. Still, anger, hate -  
these are powerful weapons. Who here knows what we must prepare for when fighting the Sith?

A few hands shoot up, including Padme's.

OBI WAN (CONT'D)  
Padme?

PADME Lightning.

OBI WAN Good! Sith lightning can destroy even the strongest Jedi. Fortunately, we have discovered ways of dealing with this power. R2 is going to simulate the lightning attack for us. Who wants to go first?

The boy Padme was sparring with earlier raises his hand. Obi Wan beckons and the boy walks over and stands twenty feet in front of R2. He ignites his lightsaber and prepares for the attack. R2 extends a pronged metal arm from his rounded body. It crackles and sparks with blue electricity as a massive charge builds. Finally, R2 lets loose and a tremendous burst of electricity streams toward the young Jedi.

OBI WAN (CONT'D)  
(Under his breath)  
C'mon!

The boy momentarily seems to absorb the energy into his lightsaber but is quickly overwhelmed and thrown backward. He lands on the floor, smoking and shaking violently.

OBI WAN (CONT'D)  
Hmmmm. Anyone else?

Padme stretches her arm as high into the air.

OBI WAN (CONT'D)  
Padme?

Padme walks into the practice area and ignites her lightsaber. R2 readies the charge and fires. The energy is powerful, but with great effort Padme is able to absorb into her sword. Anakin smiles broadly at her success.

OBI WAN (CONT'D)  
Well done Padme!

Padme smiles winningly at Obi Wan.

OBI WAN (CONT'D)  
Anyone else?

The young Jedi on the floor stops shaking. Still smoking, he props himself up and points toward Anakin.

KNOCKED DOWN JEDI When is he going?

The class again turns and looks at Anakin. Anakin looks at the floor. Obi Wan looks thoughtfully at him.

OBI WAN Anakin, you have not volunteered in any lessons thus far.

PADME But he doesn't have a lightsaber!

The class looks at Padme, who turns slightly pink.

OBI WAN Ah yes. I hear you took some sort of... oath not to use a Jedi's weapon?

ANAKIN (Still looking down,  
muttering)  
Not an oath, just-

OBI WAN What's that?

ANAKIN (Looking up)  
I'm not ready.

OBI WAN Anakin, none of us are ready when we try something new. Here, use mine.

Obi Wan unhooks his lightsaber from his belt and holds it out for Anakin. Anakin stares at the saber for a moment, then sighs. He turns away from it and walks slowly into the center of the practice area. He turns and faces R2, hands at his sides.

ANAKIN Come on R2, let's get this over with.

R2 let's out a low whistle and turns towards Obi Wan.

OBI WAN Anakin, what are you-

ANAKIN It's OK, R2. Master Kenobi is right. I should be participating.

OBI WAN Anakin, use the lightsaber. Only a Jedi Master can-

ANAKIN Do it R2!

R2 turns back toward Anakin and then at Obi Wan again. Obi Wan looks up at Qui-Gon and Yoda who watch from a large window a few levels above. Yoda nods slightly. Obi Wan,  
concern showing on his face, turns back towards Anakin, then to R2. He nods. R2 turns back toward Anakin and starts building a charge. The students are transfixed, looking back and forth among Obi Wan, R2, and Anakin. R2 unleashes a huge charge of lightning. It shoots toward Anakin, who stands unprotected, with arms at his sides and hands outspread. The lightning hits Anakin full on, and his head is knocked back by the force. Eyes closed, he remains standing as waves of electricity course through his body. Shaking at first, and then with more command, Anakin opens his eyes and manages to bring his head forward, staring now at R2. His hands open wider and the electrical energy balls up and collects in his palms. Soon, R2 exhausts his charge and Anakin hugs himself as he gathers the last of the lightning. He is stationary for a moment, eyes closed, head hung forward and arms clenched as he tries to contain the power. Qui-Gon begins moving toward Anakin but Yoda stops him with an outstretched hand. They both watch in earnest. After a moment, Anakin looks up, eyes alight. He stretches one hand toward the far end of the temple and lets loose a massive amount of electrical energy, blowing a hole in the Temple wall. When he's finished, he slumps a bit and exhales. Everyone is awed at this display of power. Qui-Gon and Yoda look at each other knowingly. The students back away, and Anakin looks sad as he sees them retreat from him. After watching the other students, Padme walks over to Anakin and gently touches him on the shoulder. A spark of energy shocks her gently. At first, she's surprised, but then starts laughing. Anakin looks up, smiling.

ANAKIN (CONT'D)  
I'm Anakin Skywalker. It's nice to meet you.

He extends his hand. She takes it and little blue bolts of electricity circle around their joined hands as they shake.

PADME (A little jittery)  
Nice to meet you Anakin Skywalker. I'm Padme Amidala.

ANAKIN (Not letting go of her hand)  
I heard you got the highest score ever on the Midichlorian test.

PADME (Smiling)  
And I heard you got the second highest.

ANAKIN It's a tricky test.

PADME Not if you know how to pull the ears off a Gundar.

Anakin smiles broadly.

CUT TO:

INT. THE JEDI TEMPLE MESS HALL - EVENING

Many of the Jedi students are eating a meal together. Anakin is sitting on his own with a tray of food in front of him. Padme finishes gathering her own food and comes over and sits down with him.

PADME So why don't you use a lightsaber?

ANAKIN Just don't. How'd you know about my Midichlorian score?

PADME I'm not sure how you missed it but you're pretty well known around here. Anakin Skywalker - the boy from the Outer Rim who turned down the Jedi Academy...

ANAKIN Doesn't anyone ever-

PADME Not where I come from.

ANAKIN Even if-

PADME What's better than becoming a Jedi?

ANAKIN Do you always-

PADME Yes. Sometimes. Now, why don't you use a lightsaber?

ANAKIN You don't need a lightsaber to win a sword fight.

PADME Really. And how does that work? You blow holes in people with lighting?

ANAKIN I'll show you.

PADME You think you can beat me? All right, let's see what you've got.

ANAKIN Just name the time and the-

She pushes back her food and starts walking toward the door. Anakin sits there, unsure what to do. Halfway to the door,  
she turns and looks back.

ANAKIN (CONT'D)  
Seems like now.

Anakin pushes back his food and follows her.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - EVENING

The training area is dark and empty. Padme finds a switch and turns on a few lights, but it's still dim. She walks to the center of one of the practice areas and unhooks her lightsaber from her belt. She gestures for Anakin to join her in the practice area. He complies.

PADME (Readying herself for battle)  
Let's make a deal-

ANAKIN If you win I tell you why I don't use a lightsaber?

PADME Now you're the one who's-

ANAKIN Yes.

PADME So it's a deal then?

ANAKIN I mean yes, now I'm the one who's-

PADME It's a deal.

She ignites her lightsaber and leaps toward Anakin. He backs up and lets her land in front of him. She continues to attack and he continues to retreat, finding ways of avoiding her slashes without engaging.

PADME (CONT'D)  
(Attacking vigorously)  
So you just retreat and retreat and then what, run away?

Padme takes a swing of her sword with each word; Anakin deftly avoids them.

ANAKIN Sorry, it's just we didn't say what I get if I win.

PADME (Still attacking)  
I hardly think that's going to matter.

ANAKIN Then what's the difference?

PADME Fine, what do you-

ANAKIN If I win I want to know what you saw the first time you jumped through the Skywalk.

Padme pauses for a moment and lowers her guard. Anakin leaps forward and Force-pushes her back. She takes the blow and flips over backwards onto her feet, angered at being so easily distracted. Quickly back on the offensive, Padme leaps forward again, swinging her lightsaber. Anakin engages in the same kind of blocking and Force-pushing he used against Bildungs, holding Padme at bay, and looking for some kind of advantage. At first Padme has difficulty with this type of fight, but eventually she gets the hang of fighting him, and uses a combination of her own Force pushes, kicks,  
blocks, and swordplay. They spar on equal footing for a bit.

ANAKIN (CONT'D)  
(Breathing heavily)  
So... do you yield?

PADME Is that a joke? I have you now.

She catches Anakin with a huge Force-push that sends him flying backward. He first flails out of control but, as before, turns the tumble into graceful flip. He pauses for a moment and then launches himself high into the air, over Padme. She is momentarily impressed with the massive leap. In midair, Anakin begins targeting objects from around the room and Force-launching them at Padme. She is hit by the first, which surprises her, but she quickly sees the rest coming and Force-pushes them away. Anakin looks impressed. He lands up against the wall and launches himself straight at her, ready to Force-push her to the ground. She is prepared and leaps and over and above him. As she is passing over him, he turns and attempts to Force-push her toward the ceiling. At the same time she attempts to Force-push him toward the floor. They knock each other in opposite directions, and Anakin lands hard on the floor. Padme hits the ceiling and then falls to the floor, landing on top of Anakin.

As Anakin lies there, exhausted and enjoying the moment,  
Padme extinguishes her lightsaber and points the hilt at his throat.

ANAKIN (Laughing)  
I yield! I yield!

She smiles and rolls off him. They both lie on the floor breathing heavily.

PADME So...

ANAKIN Fine. It's not a big deal. I used to use one. The only person I ever practiced with was my father. A tough fighter. I've never beaten him, really. He used to taunt me,  
try to get me to lose my concentration, stuff like that. One time we're practicing and he's telling me how weak I am, how I'll never be any better than him, and I just got so... angry. The angrier I got the better I fought, until all of a sudden I disarmed him. I was so mad I just kept going and cut straight through his leg, right at the knee. He passed out, and you know... we got him help, my mom built him a new leg. Whatever.

PADME (Sympathetic)  
Sounds like you were too young to be using a lightsaber. Most of us don't get them until we're older.

ANAKIN We weren't.

PADME Weren't what?

ANAKIN Using lightsabers. Just sticks.

PADME (Shocked)  
You cut through his leg with a stick?

Anakin looks into her eyes but doesn't say anything.

PADME (CONT'D)  
Do the masters know anything about this?

ANAKIN I've never really told anyone.

PADME (Getting up)  
Well, you just did. Come on then,  
let's see if those Hutts left us any dinner.

ANAKIN Wait! You didn't tell me what you saw in the Skywalk!

PADME You didn't win!

She runs back out of the training room. After a moment he runs after her.

CUT TO:

INT. THE JEDI TEMPLE - ANAKIN'S QUARTERS - NIGHT

Anakin sits in front of a communicator, talking to Shmi.

ANAKIN ...pretty? She's way more than pretty... She's-

SHMI Ok, ok, I get it. Tell me what else is going on.

ANAKIN They want me to use a lightsaber.

SHMI And?

There is a buzz at the door.

ANAKIN I gotta go Mom, talk to you soon.

Anakin disconnects the communication and heads to the door. Outside the door, R2D2 beeps and twirls.

ANAKIN (CONT'D)  
What? Now? Am I in trouble?

R2 beeps some more, turns and starts heading down the hallway. Anakin hurriedly follows after him.

ANAKIN (CONT'D)  
What do you mean, I'll find out soon enough? R2!

CUT TO:

INT. THE JEDI TEMPLE - COUNCIL CHAMBER - NIGHT

Qui-Gon Jinn leads Anaking into the circular, sparsely decorated Jedi Council chamber. Qui-Gon beckons for Anakin to stand in the center. There are chairs all around, but only the three directly in front of Anakin are occupied.

QUI-GON JINN Anakin, you already know Obi Wan Kenobi.  
(Qui-Gon gestures to the right where Obi Wan is seated)  
This is Master Windu.  
(Gestures to the left)  
And this is Yoda, Master of the Jedi Order.  
(Gestures at Yoda)

Anakin looks around nervously.

ANAKIN Am I in trouble?

YODA Trouble? Done something wrong,  
have you?

ANAKIN Uhhh. It's not always so easy to tell around here.

YODA He he he he. Very true! A Jedi must feel the difference between good and bad. Actions matter not. Intentions! Understand yourself,  
you must. Do you?

ANAKIN Um.

YODA No. You. Do. Not! He he he. Why you do not use a lightsaber, this is.

ANAKIN You were listening to Padme and me?

YODA Underestimate us, you do. Long have I watched you, young Skywalker. Conflicted you are. Afraid of your potential. Unfortunate, this is.

ANAKIN Why? If you know me so well, you know how dangerous I am.

YODA And I am not? Strong with the Force you are Anakin, but not so special are you.

Anakin looks down.

YODA (CONT'D)  
Now, train you must. Many forms of swordsmanship there are. From Master Windu, learn to control your anger. From Master Kenobi, learn defense, protection, calm.

ANAKIN And if I hurt someone?

YODA Choose to engage with you, your opponents do. Respect this. Expect to hurt me in practice do you? And well you should not!

Anakin looks up.

ANAKIN Yes, Master Yoda.

Qui-Gon puts his arm around Anakin and leads him back to his room. They talk as they walk.

QUI-GON JINN Master Yoda is right to push you. Control your fear, and you will no longer be overcome with hate and anger.

ANAKIN I'll try master Qui-Gon. I'll try.

QUI-GON JINN An intention to try will not get you very far Anakin. Remember Yoda's teachings.

ANAKIN Yes, Master Qui-Gon.

FADE OUT.

EXT. THE JEDI MOON - DAY

Anakin is outdoors, in a wooded area with Obi Wan Kenobi.

OBI WAN OK Anakin, it's just you and me. No lightsabers.

Obi Wan rolls two wooden practice swords out of a bag and throws one to Anakin, who catches it.

OBI WAN (CONT'D)  
Now, first I want to prove something to you.

CUT TO:

INT. THE JEDI TEMPLE - NIGHT

Anakin is in a dark room with MACE WINDU. Each is holding a wooden practice sword.

WINDU So. You're afraid of hurting me? No problem, don't even try to attack. All you have to do is block me. He lunges at Anakin.

CUT TO:

EXT. THE JEDI MOON - DAY

OBI WAN I'm going to prove to you that you can't hurt me. I'm not going to take a swing. All you have to do is penetrate my defenses.

Obi Wan holds his sword lightly in front of him. Anakin rolls his eyes and starts attacking, slowly and with little effort at first. Obi Wan easily bats away his blows. Anakin increases his intensity, but Obi Wan keeps him at bay like he's a child. Anakin increases his intensity a bit more but still Obi Wan is impenetrable. When given in opening,  
Obi Wan knocks Anakin back with the hilt of the sword. Surprised and frustrated, Anakin comes back at him even harder.

CUT TO:

INT. THE JEDI TEMPLE - DAY

Anakin attempts to block Windu's attack. Windu is incredibly aggressive and precise. Anakin is knocked down. He gets up and prepares again but is knocked down again. On the third attack Anakin tries to Force-push Windu, but Windu easily bats the push away with his free hand.

CUT TO:

EXT. THE JEDI MOON - EARLY MORNING

Obi Wan easily bats away Anakin's attempted Force-push,  
smiling as he does so. Anakin comes at him with a blinding attack but Obi Wan still repels him, finally kicking him and knocking him back to the ground.

OBI WAN You can do better than that!

Anakin grits his teeth and gets up.

CUT TO:

INT. THE JEDI TEMPLE - DAY

Anakin gets up after being knocked back by Windu. Windu attacks mercilessly and Anakin is beaten back over and over.

WINDU Worried about hurting someone Anakin? Worry about yourself!

Anakin gets a new look of concentration in his eyes. Windu comes at him again but this time Anakin is more aggressive in his defense. He begins forcing Windu back and now it's Windu who has to concentrate further. Soon they're engaged in a fierce struggle.

CUT TO:

EXT. THE JEDI MOON - DAY

Anakin is on the verge of breaking through Obi Wan's defenses, and Obi Wan starts swinging back in order to keep Anakin at bay. Finally, Anakin breaks through and knocks Obi Wan to the ground. Anakin points the stick at Obi Wan's chest.

CUT TO:

INT. THE JEDI TEMPLE - NIGHT

Anakin is beats Windu back. Finally, he knocks Windu to the ground and goes for the winning blow but stops himself just short. He smiles, lowers his sword, and reaches out a hand to help Windu up. With a semi-disgusted look on his face,  
Windu Force-pushes Anakin across the room and slams him against the wall. Windu gets up and slam sthe door on the way out, cursing as he leaves. Anakin is still smiling as he picks himself up off the floor.

CUT TO:

EXT. THE JEDI MOON - DAY

Anakin points his practice stick at Obi Wan's exposed throat.

ANAKIN Yield!

OBI WAN (Laughing)  
I yield!

Obi Wan reaches out a hand for help. Anakin eyes it suspiciously.

OBI WAN (CONT'D)  
(Still laughing)  
I see you've spent a bit too much time with Master Windu.

Anakin tentatively extends his hand. Obi Wan takes it and Anakin helps him to his feet.

OBI WAN (CONT'D)  
You've done wonderfully Anakin. I sense anger in you, but you do not use it. Yet you still bested me. I see you becoming a powerful Jedi,  
Anakin.

They walk toward the temple.

FADE OUT.

EXT. THE PLANET OF ORD MANTELL - DAY

The camera zooms toward Ord Mantell, past Black Sun ships similar to the fighters Obi Wan battled with earlier. The ships fly past the camera as it continues toward a major city on the planet. The camera zooms all the way into the city -  
a center of business and finance pulsating with the transactions of a successful economy. Suddenly, a series of massive bombs detonate. Beings of various races are launched into the air as they are thrown, dead, from sites of the explosions. The screams and chaos of hysteria kick in, and everyone still alive runs from the explosions only to be overwhelmed by dust, smoke, and massive chunks of debris as buildings shudder and fall. As chances for escape fade, the camera fades to black.

FADE TO BLACK.

INT. THE JEDI TEMPLE COUNCIL CHAMBER - DAY

OBI WAN (In the midst of addressing the Council)  
...he learns so quickly. He is mastering the lightsaber faster than anyone I have ever seen. He is difficult to defend, impressive to watch. I want to continue to work with him. I think he could be-

Suddenly, Yoda drops his cane to the ground and grasps his head with both hands. Obi Wan rushes to his side to support him. Shaking, Yoda looks up and then over to Mace Windu. Windu, in an obvious state of concern, closes his eyes and concentrates.

WINDU Another attack. Like the others. Ord Mantell. They are getting closer.

OBI WAN Their knowledge of the dark side is increasing. They are becoming difficult to foresee.

YODA Difficult? Impossible it seems. Of this attack, nothing we knew. Now, matters are worse. No longer can we delay our decision.

WINDU I agree. We must support the Chancellor's plan. With one condition.

OBI WAN What is it?

YODA Meet with the Chancellor we must. Lead his army, we will.

CUT TO:

EXT. THE JEDI MOON - NIGHT

Anakin and Padme are walking in the woods near the temple. Light from the nearby stars illuminates the sky. They walk in silence for a bit. Padme swings her arms in long arcs,  
and grabs unconsciously at the leaves and branches of the nearby foliage. Anakin is subdued as he walks, focused mostly inward. With a bit of whimsy, Padme pauses for a second and stares at Anakin. When he realizes she has stopped walking he stops also, turns, and looks back at her. After meeting his eyes for a long moment, Padme crouches and leaps up twenty feet onto the far end of a nearby branch,  
balancing lightly, but causing the tree limb to bend toward the ground. Anakin smiles and stares up at her.

PADME Can you see me up here?

ANAKIN (Shielding his eyes a bit)  
I dunno. It's a big blur. Either those are your eyes or two stars.

Padme rolls her eyes.

PADME Come up here then!

Anakin jumps up and lands lightly next to Padme. He is closer to the tree trunk, and as his weight is added to the branch it becomes much more balanced.

ANAKIN Your highness, I'm at your disposal.

PADME You're a nerf herder. You know it's a ceremonial title right? I'd be waving in a parade right now if I weren't a Jedi.

ANAKIN I know.

PADME Then why do you insist on calling me that?

ANAKIN You were twenty feet above me in this tree.

PADME Oh funny Anakin. The Force flows through everything you know. Maybe you could use it to make better jokes.

ANAKIN (Smiling)  
The truth is I'm too... fond.

Padme stares at him a bit more seriously. Then she gestures out toward the stars.

PADME What do you think it means that Coruscant does not spin?

ANAKIN (After a beat, looking up)  
What do you mean?

PADME It's the only planet in the galaxy that doesn't rotate. It's at the center of the universe. Don't you think it must mean some-

ANAKIN Consistency.

PADME What do you mean?

ANAKIN On Tatooine, two suns chase each other through the sky. My mom used to tell me someday one would catch the other, and Tatooine would melt under the heat.

PADME So?

ANAKIN So it's like chaos. Everything is in motion. When will that day come? Here it's like... everything stops. It's nice.

Padme starts laughing.

ANAKIN (CONT'D)  
What's funny?

PADME You're the only young person I've ever known who doesn't want to grow up.

Anakin looks down. Without looking up at Padme he steps off the branch and floats to the ground. Padme stops laughing,  
looks down at him for a moment, then jumps down herself,  
landing next to him. He is still looking down. She reaches to his chin and lifts his face until their eyes meet.

ANAKIN I'm afraid this is all some kind of dream.

PADME Which part?

Anakin stares at her.

PADME (CONT'D)  
I've got something for you.

ANAKIN (Smiling)  
A present? What is it?

PADME Let's walk.

They begin walking toward the temple.

PADME (CONT'D)  
Look, I know you don't want to use a-

ANAKIN (Looking sharply at Padme)  
Oh no-

PADME (Irritated)  
Just listen Anakin.

ANAKIN If it please, your highness.

PADME (Humorously taking on airs)  
That's better. Now, I know you don't want to use a lightsaber.

ANAKIN I don't even own one.

PADME I know.

ANAKIN I honestly don't even know where to get one. It's not like they're just lying around.

PADME I know.

ANAKIN I mean, even if they were just lying around I don't know if I'd just... pick one up and use it, but I would have the option. But they're not just lying around.

PADME I know.

ANAKIN So I'm not sure where you're going with this. I'm not sure-

PADME Anakin! I know!

She stops and turns towards him. Padme reaches quickly into a pocket and pulls out a lightsaber. Anakin stares at it.

ANAKIN Those are hard to find.

PADME Yes.

ANAKIN Where did you get that?

PADME I made it.

Anakin looks up at her.

ANAKIN What?

PADME Jedi construct their own lightsabers Anakin.

ANAKIN Oh.

PADME I'm sure you would have done it eventually. Right now, maybe no one thinks you're ready.

ANAKIN Except you?

PADME You're not as angry as you think Anakin. There's so much good in you.

Anakin looks at Padme, then back at the lightsaber. Tentatively, he takes it.

ANAKIN I hope you're right.

PADME I know I'm right. Now, it's late. Let's get inside.

Anakin looks at her for a moment longer then bows at the waist.

ANAKIN Thank you, your highness.

Padme rolls her eyes. Anakin stands up straight again and becomes serious.

ANAKIN (CONT'D)  
No, I mean it. Thank you, Padme. And for tonight's... substantial dream. Goodnight.

PADME Goodnight Anakin.

ANAKIN (Lingering)  
Goodnight.

PADME (Pushing him toward the Temple doors)  
Goodnight!

He turns and walks to the temple and through the doors. She stays behind.

PADME (CONT'D)  
(Quietly, to herself)  
In truth? I too am... fond.

She shakes her head and follows him into the Temple.

FADE TO BLACK.

INT. THE JEDI TEMPLE ANAKIN'S QUARTERS - NIGHT

Anakin holds the lightsaber in his hands and stares at it. R2D2 is in the room with him, beeping softly.

ANAKIN She made it for me. I dunno...  
maybe I'll use it. What do you think R2?

R2 lets out a soft moan.

ANAKIN (CONT'D)  
I know she's great R2. I mean about the lightsaber.

R2 beeps more harshly.

ANAKIN (CONT'D)  
Yeah... me too.

Anakin stares for a moment at the lightsaber and then places it in a hinged box.

FADE TO BLACK.

INT. BLACK SUN BASE - DAWN

The screen remains black as the slow pounding of a drum fades in. Then screen fades in and the camera rises up behind General Grievous, who paces thoughtfully as he addresses a huge contingent of Black Sun troops.

GENERAL GRIEVOUS What is a Jedi? I ask, my friends,  
because I feel the power that flows through you tonight, the means you have within you to defeat your enemy, and I wonder, are you not exceptional? Have you not been trained in their arts? Are you not ready to meet them, as equals, on the field of battle? Are there any among you who have not shown the same skill, the same capacity, the same power as the Jedi? Is there not one among you who has achieved what their test showed you never could? There is not, my friends! And yet, we are not like them. The Jedi think; we act. The Jedi control the galaxy by keeping the peace. We are the power that breaks the peace! What is a Jedi my friends? A Jedi is a weaker version of you! A pale star in a distant sky. Until now, my friends, the galaxy has seen only a shadow of our true selves. The Jedi believe this shadow is all we are, but tonight they learn they barely understand a shadow cast by a black sun. Tonight they learn there is a new power in the galaxy. Tonight, for the first time in a millennium, they learn fear, for we are the menace they cannot control. Go now, my friends, and show the galaxy your power! Show the Jedi they chose poorly when they chose against you. Show them Black Sun!

Rapturous cheering and applause echo throughout the chamber. In a disciplined but energetic rush, the Black Sun soldiers burst from the room and grab guns, lightsabers, and blast helmets from the barracks. Donning the helmets, they quickly find their way to carrier ships and take off into the early dawn. The camera turns back to the now-empty barracks. Grievous stands in front of the empty area, staring ahead. Dark Maul is off to his far right. He approaches Grievous.

MAUL They are ready.

GENERAL GRIEVOUS In truth, our strength has never been justly tested. I made it difficult to find Black Sun, to join it, to commit to it. But is it difficult enough? Even I do not know what it is to stand against a Jedi master. Soon though. Soon. Now, I have something more important to attend to.

MAUL You are not joining the battle?

GENERAL GRIEVOUS Sith and Black Sun are not so aligned that we share all our secrets, Master Maul. As always, I endeavor to bring balance to the force.

MAUL As you wish, General Grievous.

Maul turns and begins to walk away.

GENERAL GRIEVOUS The Sith do know what it is to battle with Jedi, do they not?

Maul pauses and slowly looks back.

MAUL The Sith fought the Jedi for a millennium, only to be brought to the brink of extinction. We remain hidden since.

GENERAL GRIEVOUS And you Master Maul? Have you fought a Jedi?

(Beat)

MAUL I have not. Good luck tonight. You will need it.

Maul turns and walks from the room. Grievous smiles as he sees him go.

CUT TO:

BLACK SUN BASE - DARTH MAUL QUARTERS - DAWN

Maul speaks into a holographic communicator with Darth Sidious.

MAUL Everything proceeds as you have foreseen my master. The Black Sun head to the temple. It won't be long now.

SIDIOUS I sense conflict within you, my apprentice.

MAUL Am I meant to remain forever hidden my master? I trained these Black Sun. I gave them the power of the dark side. If they defeat the Jedi tonight, the Sith remain merely a myth.

SIDIOUS Are you ready, my apprentice?

MAUL Are they?

SIDIOUS Hardly. I have given them the advantage. The attack on Ord Mantell finally woke the Jedi up.  
The masters on the Jedi moon are on their way to meet with me so we can secure their support and unleash our power throughout the galaxy. Then you may be revealed. Then we will have our revenge.

MAUL Grievous is not with the rest of the Black Sun.

SIDIOUS Curious that I did not sense his betrayal. No matter. I care little if the Black Sun succeed in taking the Jedi Moon. Now, stay where you are. I'll contact you when the negotiations are complete.

MAUL Yes, my master.

Maul stares at the communicator as Sidious's image disappears. Sidious looks up and pauses, thinking for a moment. He moves decisively out of the room and toward the outer cavern. He boards a small fighter and takes off into space.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE - DAY

Yoda, Qui-Gon, Obi Wan, and Mace Windu enter Palpatine's chambers. They each take seats across a long table from Palpatine and his aides. All appear calm except for Qui-Gon,  
who looks pained and anxious.

PALPATINE Shall we begin?

CUT TO:

EXT. CORUSCANT - THE SKYWALK - DAY

Creatures of various types - some feathered and winged, some furry and on four legs, some reptilian - casually go about their daily business. Suddenly, one perks up, frightened. More follow suit, until nearly all the creatures are on full alert. Hearing the noise of engines approaching, they begin to quickly scatter. One particularly fat and unduly nonchalant lizard-like creature remains blissfully unaware as he tongues an insect out of the sky. He burps lazily, and is then quickly crushed under the landing gear of one of six ships that land with military precision on the Skywalk landing area. Dozens of Black Sun warriors exit the ships and assemble at the base of the Skywalk platform. Many helmeted heads look up at the huge jump they must make.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE - DAY

WINDU We have little intelligence on the Black Sun so far. We believe their power is growing, as are their numbers. We have decided to support your army. (Beat)  
In return, we wish to lead it.

PALPATINE Lead it? Is that wise Master Windu? There are not so many Jedi as there used to be.

WINDU Some are younger than we would wish, but they are Jedi.

Qui-Gon looks pensive, restless. He leans over and whispers into Yoda's ear.

QUI-GON JINN Something is wrong.

Yoda looks back at him quizzically, then closes his eyes in concentration.

CUT TO:

EXT. CORUSCANT - THE SKYWALK - DAY

A small child, given the news that he has failed the Midichlorian test, is burdened with adult sadness. Quickly overlapped on top of that image is another, similar image with a different child and a different test administrator. Then on top of that is an image of a teenager successfully constructing a lightsaber. Then another of a young man finding the Black Sun cave entrance, and another of Grievous patiently teaching Black Sun recruits how to fight with a blaster and a lightsaber. Then another of Maul instructing Black Sun soldiers how to use the Force. Images pile up faster than they can be discerned. The camera pans back to show Black Sun warrior after Black Sun warrior leaping up the Skywalk to the higher platform. As they jump, the significant moments in their journeys to the Skywalk pile up on the tower walls. Some stop to look back, but most are so focused on the attack that they reach the upper platform and start immediately jogging on the road to the Jedi Temple.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE - DAU

Yoda's eyes are closed in intense concentration.

YODA (Quietly, to Qui-Gon)  
Certain are you?

QUI-GON JINN It's just feelings. Images.

Yoda stares at Qui-Gon for a moment.

YODA What images?

QUI-GON JINN The Temple, ships in the sky...  
chaos.

YODA Go to the Temple now you must. Meet you there, we will.

Qui-Gon nods, then beckons to Obi Wan. They leave the room and head to a nearby elevator.

CUT TO:

INT. THE JEDI TEMPLE - EVENING

Anakin and R2 are standing outside a doorway. Anakin leans in, trying to sense what's behind.

ANAKIN (Whispering)  
OK R2, I'm almost sure she's here. Everything's going according to plan. I'm going outside. You stay here and knock. When she comes out, play the message.

Before Anakin can move, R2 lets out a quick burst of chortles. Anakin winces, and tries to shush R2, who swivels from side to side, taunting Anakin. Suddenly, Anakin perks up, sensing something amiss. He turns back toward the door as it quickly opens. Padme is on the other side.

ANAKIN (CONT'D)  
Um...

PADME Hello there!

ANAKIN (Gathering himself and turning briefly to sneer at R2)  
I um, came here tonight, to ask you if you, sometime, maybe now, or possibly, ah... later, might want to, go -

R2 beeps again and begins projecting a pre-recorded holographic message. Padme turns toward the image with great curiosity. Anakin looks at it aghast. The projected version of Anakin stands formally, delivering the message as if addressing someone of great import.

ANAKIN RECORDING:  
Princess Amidala, I regret I was unable to come before you in person, but be certain you will be well-treated by my droid-servant, (R2 groans)  
R2D2.

Startled by how silly he sounds, Anakin jumps in front of the projection. He turns forward and backward, trying to block it with his body but it is then projected onto him instead of in the air. He goes after R2, attempting to put his hands over the source of the projection, but R2 spins away from him, causing the projected image to grow larger and louder as it circles around the hallway.

ANAKIN RECORDING: (CONT'D)  
It is with great delight that I extend to you an invitation to join me, posthaste, in the spot where you last gifted me a most thoughtful present; for the continuation of what I hope will soon be our traditional walks under the stars.

The message complete, R2 takes off down the hall, cackling with droid laughter. Anakin slumps in embarrassment.

PADME (Barely able to hide a smile)  
You sent R2 to ask me to take a walk with you?

ANAKIN Well not-

PADME Sorry. Posthaste. You sent a droid to ask me to take a walk with you posthaste?

ANAKIN It was me that was-

PADME That means immediately, right? You thought perhaps I would just stop everything and immediately run out into the woods with you?

ANAKIN I'd be waiting so-

PADME Oh I see, that's right, you were going to run away and wait in the woods hoping I would come, but R2 made too much noise - never mind that I could sense you standing here like... an hour ago - and you were hoping I would... what was it? Start a new tradition of walks under the stars with you?

ANAKIN Continue.

PADME Excuse me?

ANAKIN Continue a tradition that we, uh,  
started last time. Which I hope we will, uh-

PADME Anakin?

ANAKIN Yes?

Padme slips her hand into his and takes a step into the hallway.

PADME C'mon Anakin.

Padme pulls him down the hall and out the door.

CUT TO:

EXT. CORUSCANT - THE SKYWALK - EVENING

Qui-Gon and Obi Wan speed through the city on a cruiser. They land quickly among the many ships at the Skywalk.

OBI WAN These are Black Sun ships!

QUI-GON JINN But why land here... unless?

Qui-Gon looks up at Skywalk and then at Obi Wan. The exchange a look.

QUI-GON JINN (CONT'D)  
Be mindful Obi Wan. If they have somehow entered the Skywalk then this could be a trap.

OBI WAN (Jumpy, breathing intensely, but under control)  
Yes, master. What should we do?

QUI-GON JINN (After a pause)  
We jump the Skywalk. Together. Be prepared my friend. Something is on the other side.

Obi Wan nods. They disembark the shuttle and run to the Skywalk. Lightsabers at the ready, they make eye contact one last time, and jump.

CUT TO:

EXT. THE JEDI MOON - EVENING

Qui-Gon and Obi Wan arrive on the other side of the platform. The air is misty and dense, the sky darkening. Proceeding slowly, they walk out onto the platform and toward the Jedi Temple. After a few steps, Obi Wan hears a small clicking noise. He pauses, hyper alert. He gives a signal to Qui-Gon to stop. They both pause, barely breathing as they listen. The wind picks up, blowing so hard each Jedi much hold a free hand in front of his face to shield it from the gusts. As suddenly as the wind started, it stops. The mist clears, and the Jedi drop their hands to see Black Sun soldiers formed in a complete circle around them. In unison, the soldiers in one half of the circle ignite lightsabers and leap toward Qui Gon and Obi Wan, while the soldiers in the other half draw large blasters and begin firing at the two Jedi. The Jedi ignite their lightsabers. Qui-Gon turns to deflect the blaster fire while Obi Wan leaps toward the lightsaber bearing Black Sun.

CUT TO:

INT. BLACK SUN BASE - EVENING

General Grievous looks over a large battle map. Holograms of ships fly in formation around a dozen large disc-shaped structures. He flips some switches and the images flicker and fade away. Grievous turns and starts walking with purpose through the room, toward a doorway at the far end. As he walks, he motions and a lightsaber flies through the air and lands in his hand. He holsters it. Next he motions and a cloak finds its way onto his shoulders. He motions one more time and a large bracer races through the air and affixes itself firmly around his left wrist. Grievous walks out the door at the edge of the room, circles down a tight staircase and into a huge cavern, filled with hundreds of fighter ships. He boards one, quickly engages the engines,  
lifts off, and accelerates through the cave and out into the darkness. As the ship pulls away from the planet below, the familiar site of Coruscant's dark side fills the screen,  
revealing the Black Sun base on the capital planet. The ship leaps to hyperspace and is momentarily gone until, on the light side of Coruscant, it re-enters regular space. It begins to descend toward the massive cityscape.

CUT TO:

EXT. THE JEDI MOON - NIGHT

Anakin and Padme, still hand in hand, walk leisurely through the woods near the Jedi Temple.

PADME So your mother thinks I'm... what did you say? Pretty great sounding?

ANAKIN (Looking down, smiling)  
Something like that.

Padme smiles while she swings their joined hands in a larger arc.

PADME And your father?

Anakin stops walking. Padme takes one step and is pulled back in his direction by their held hands. They look at each other.

ANAKIN He's... like I told you. Not a nice man. He didn't want me to come here. I listened to him once. Never thought I'd get a second chance.

PADME I'm glad you're not like him.

ANAKIN What do you mean?

PADME ... Not a nice man.

ANAKIN You think I'm a nice man?

Padme leans in closer to Anakin.

PADME I'll tell you what I think.

ANAKIN What?

PADME I think you should listen to the women in your life.

ANAKIN I do. I-

She cuts him off with their first kiss. Their eyes close. It's tentative at first, then grows more intense. The camera shows their faces close up. Soundlessly in the background,  
the sky begins to grow red, yellow, and brighter. Smoke and fire rise from behind the Jedi Temple, now illuminated in the background. Lost in the kiss, the two young Jedi are oblivious to the outside world. Finally, Padme opens her eyes. At first looking only at Anakin, she continues kissing him, but then pulls back quickly when she sees the flames. Anakin's eyes remain closed for beat.

PADME Anakin, look!

Anakin opens his eyes, then whirls to see the flames. Suddenly, the sounds of a massive explosion erupt from the Temple. Anakin and Padme lock eyes for a tiny moment, then sprint into action, running toward the temple.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE - NIGHT

PALPATINE In truth we need a much bigger fighting force before we start appointing generals. I-

A senior STAFFER enters the room and beckons to Palpatine. The Chancellor looks up from his negotiations and appears to discern the seriousness of the interruption.

PALPATINE (CONT'D)  
Excuse me, Masters. It seems I have an urgent matter to see to. I trust you are comfortable here? This should take only a moment.

Palpatine follows the staffer out of the chamber and walks with him down a long hallway.

PALPATINE (CONT'D)  
(Angrily)  
What is it.

STAFFER I am sorry to disturb you sir. He landed on our docking platform moments ago. He has requested your presence on the level below. We have not been able to ah...  
apprehend him.

PALPATINE Who?

STAFFER He says he's... General Grievous,  
sir.

Palpatine looks sharply at the staffer and stops walking.

PALPATINE Go back to my offices. Keep the Jedi occupied. Tell no one to approach. I'll deal with this fraud.

The staffer nods and quickly turns back. Palpatine continues to the end of the hallway and enters an elevator. The camera pans away from the lift, through the building, out a window,  
and broadly up the side of the building to the level below the massive docking platform at the top. Through the floor to-ceiling windows, the camera shows Grievous waiting,  
staring out the at the bright city below him. The camera re enters the building near Grievous as he turns to see Palpatine exit the elevator at the far end of the largely unfinished open floor. Palpatine takes a quick glance at a pile of dead imperial guards as he steps into the room.

CUT TO:

EXT. THE JEDI MOON - NIGHT

Qui-Gon and Obi Wan continue to battle with the Black Sun warriors. Qui-Gon moves in a blur of grace and speed as he blocks not only the laser blasts headed toward him, but toward Obi Wan as well. Obi Wan, engaged with six lightsaber wielding Black Sun, is a master of defense. Whenever one of his adversaries finds an opening, Obi Wan manages to duck,  
block, or flip around the attack, drawing the attacker in close enough to then launch him away with a Force-push, or to disable or disarm him with a flick of his lightsaber. Soon there are five enemies, then four, then two. On the opposite side of the small battlefield, Qui-Gon has assumed the advantage. With each deflection of a laser blast, he moves closer to his attackers, herding them into a tight group. As the Black Sun retreat, they become easier to corner Qui-Gon is upon them, slicing through their firearms with ease. The Black Sun that survive Qui-Gon's initial attack pull lightsabers out and prepare to rush him. Qui-Gon pauses and stands upright. Extinguishing his lightsaber, he reaches out with the Force and pulls the lightsabers from his opponents hands. Before they can react, he Force-pushes them back. They slam against trees and slide to the ground. Turning,  
Qui-Gon runs to help Obi Wan, who hardly needs the assistance. Opponents who were not already missing limbs quickly join their fallen brethren as Obi Wan makes fast work of the nascent Force users. Obi Wan and Qui-Gon rendezvous and begin jogging along the platform toward the Jedi Temple,  
which burns in the distance.

QUI-GON JINN Force users. But not Jedi. And not Sith. These Black Sun are a new kind of enemy.

OBI WAN I sense a disturbance in the Force Master Qui-Gon, as if the dark side has found a new ally in the Black Sun. It clings to them -  
tentatively - but it clings.

QUI-GON JINN We must speak to Master Yoda, he will know-

Suddenly a small ship zooms by overhead. Obi Wan and Qui-Gon look up to see it spin around to face them. Hovering twenty feet above the ground, it begins a landing sequence. Before it can start descending, a door on the side opens and a black cloaked Darth Maul leaps from the ship, flipping through the air and landing with knees deeply bent and one fist on the ground in front of the two Jedi. Standing up slowly, Maul shrugs off his cloak, revealing his fearsome visage. He pulls out a large-handled lightsaber, ignites one end, and then the other of the double-bladed weapon. The two Jedi reignite their lightsabers.

OBI WAN (Slightly sarcastic)  
The dark side shows no uncertainty with this one.

MAUL (Sneering)  
So naive. So soft. You see only what we want you to see, know only what we allow you to know. Now dawn breaks on your pitiful moon and you finally understand that the last days of the Jedi are upon you. Long have we worked for this moment. It begins at my hand.

Maul feints once towards the Jedi, who hold their ground defensively. A smile breaks onto his face as he lunges towards them. He is a furious fighter, and the two Jedi give more and more ground as they are driven back along the platform, toward the burning temple.

CUT TO:

INT/EXT. THE JEDI TEMPLE - NIGHT

Anakin and Padme pull open the heavy Temple doors and rush inside. Hearing the sounds of battle, they scramble through the halls and burst into the training area, momentarily pulling up to survey the carnage. The training floor is littered with dead or unconscious Jedi students and Black Sun warriors. A battle rages among the living, but the Black Sun fighters have clearly overwhelmed the young Jedi. In all parts of the massive room, the powerful Black Sun Force users are backing Jedi into corners,  
up against walls, and out into the shrouded hallways and antechambers that surround the room.

PADME Anakin! Come on!

Padme leaps into the battle and starts fending off Black Sun warriors from the youngest of the Jedi students. Her fighting has an instant effect, turning small tides in the battle and showcasing skills superior to those of the Black Sun warriors.

Anakin remains frozen for a moment. He looks around frantically, spies an overturned barrel of lightsaber practice sticks, and uses the Force to pull one toward him. Turning back to the battle, he doesn't notice as the stick,  
tumbling toward him, is sliced down to only a handle by the random flashes of lightsabers engaged in battles between Anakin and the stick's original location. When the stick-cum handle arrives in his hand, Anakin briefly wields it like a legitimate weapon, only to quickly realize it is simply a short piece of wood. Looking at the stick briefly, he casts it aside and turns to engage a Black Sun warrior who, seeing Anakin empty-handed, rushes toward him. Anakin is able to keep him fended off with his blocking and Force-pushes, but it seems he may soon be overwhelmed by his opponent.

Meanwhile, a number of Black Sun have started fighting with Padme. She is more than a match for her foes and fends them off while still protecting her younger, less-skilled peers.

Across the room, a particularly powerful Black Sun decapitates his young Jedi foe, drops his lightsaber to his side, turns toward Padme, raises his opposite hand, and unleashes a stream of Force-lightning in her direction. The camera follows the lightning as it rushes toward Padme. At the last moment, she brings her lightsaber up and absorbs it,  
but as she's doing so, three of her closer foes, in practiced unison, Force-push her hard in the chest. She is launched through the air and slammed powerfully into the far wall.

PADME (CONT'D)  
Ahhhh!

She slides to the ground. One of the Black Sun that Force pushed her ignites his lightsaber and runs towards her.

Anakin hears the scream and reacts in horror as he sees what's about to happen. Force-pushing the Black Sun he was fighting easily across the room (he collapses in a heap), Anakin looks back the Black Sun who is rushing toward Padme, then at Padme, then back at the Black Sun. He extends an open-handed arm.

CUT TO:

INT. THE JEDI TEMPLE - ANAKIN'S QUARTERS - NIGHT

The box where Anakin placed the lightsaber given to him by Padme sits benignly on an end table next to Anakin's bed. From within the box begins a slight rattle, which grows quickly into a shudder, and then a violent shake. Finally,  
the box explodes and the lightsaber speeds from the room,  
bursting through wall after wall as it takes the most direct path toward the training area.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - NIGHT

The Black Sun bears down on Padme. She blinks slowly, trying to remain conscious. As he approaches, the Black Sun warrior leaps high in the air, preparing to come down on her with a killing blow from his lightsaber. Seeing the Black Sun jump,  
Anakin runs with blinding speed toward him. His hands empty,  
Anakin leaps into the air, towards the Black Sun. The scene unfolds in slow motion as Anakin and the Black Sun warrior approach one another.

SHMI (V.O.)  
Why do we act Anakin? Not out of fear. Not from hate. We act when we know who we are. When we feel something so powerfully we are compelled into motion. We act because we love.

Anakin's lightsaber bursts through the wall and into the room, making a beeline for Anakin. Anakin comes up from under the Black Sun as the Black Sun begins descending toward Padme. The Black Sun prepares to cut through the defenseless Anakin, but just then the lightsaber arrives in Anakin's hands. In one motion, he ignites the sword and swings upward. Sparks fly as Anakin cuts through the Black Sun's lightsaber and then splits his foe in half. He lands in a defensive stance in front of Padme. Seeing no immediate threat, he extinguishes his lightsaber and places it on his belt. He turns and extends a hand toward Padme, who is slowly getting up.

PADME (Looking at Anakin's waist)  
Keep it out.

ANAKIN (Confused, staring down towards his crotch)  
What?

PADME (Pointing)  
Your lightsaber Anakin. Keep it out.

ANAKIN (Smiling)  
Oh. Right.

The lightsaber flies off Anakin's belt and into his hand,  
where he ignites it. Padme finishes rising to her feet and ignites her own lightsaber. They leap together into battle.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE

Palpatine walks purposefully toward General Grievous.

PALPATINE You shouldn't have come here.

GENERAL GRIEVOUS Chancellor Palpatine, it is indeed an honor. I am General Grievous of-

PALPATINE I know who you are.

GENERAL GRIEVOUS Do you now? How wonderful! Then perhaps you can guess why I'm here.

PALPATINE (Studying Grievous intently)  
I have no interest in guessing.

GENERAL GRIEVOUS Ah. Of course you don't. That is exactly the problem Chancellor! Black Sun is simply one of the unlimited number of things that weigh on your most impressive mind.  
We have not yet demanded urgency! Try as we might to get your undivided attention, we have not insisted. Today, things change. Do you know why it is we exist? Do you know why I created Black Sun?

PALPATINE No. Nor do I care.

GENERAL GRIEVOUS Again you make my point better than I possibly could! But I would like you to know, Chancellor. I would very much like you to know why we are your enemy. After today you will come after us, not with spies and little missions, but with armies, a war machine spread across the stars. And I want you to understand what it is you pursue. For we have a purpose, a motivation that compels us. We are the aggrieved! Castoffs. We are the not quite good enough. The second best. And yet! And yet. Our strength - our motivation to go beyond our perceived limits - it comes from our relegated position! Our hatred for those who expect so little has driven us to become so much! And now we are ready to reorder the galaxy, beginning with the destruction of the Jedi,  
beginning by extinguishing the Force.

PALPATINE (Cautiously)  
Truly you propose a substantial nightmare.

GENERAL GRIEVOUS Thankfully the use of the Force is the provenance of more than the Jedi. I am not afraid to tell you,  
the power is intoxicating...  
addictive. The Jedi are our primary concern. They are your peacekeepers; you are beholden to them. And there are others who use the force. More... deadly, I think. They must also be destroyed. But we are many moments from that day. Today is merely a beginning. Today we reveal our full strength, and begin to bring balance to the Force.

Grievous's last words bring a sneer of anger to Palpatine's face.

PALPATINE What did you say?

GENERAL GRIEVOUS Balance Chancellor! Balance! Our power is equal to the Jedi! But extinguishing the Force from the galaxy is something more. The Jedi first-

PALPATINE And then... I see.

GENERAL GRIEVOUS Ourselves, yes. As I said, the power is difficult to resist. Will we have the courage of our convictions?

Palpatine looks on with deep interest as Grievous begins fingering commands into the large bracer on his wrist. A small hologram of a Black Sun commander rises from the bracelet. Grievous speaks to it.

GENERAL GRIEVOUS (CONT'D)  
You may begin.

BLACK SUN COMMANDER Yes sir.

Grievous looks back up at Palpatine, assessing him carefully.

GENERAL GRIEVOUS I confess, I expected more fear from you Chancellor.

PALPATINE I think you will find you have many powerful adversaries.

GENERAL GRIEVOUS Soon we will not be so easily underestimated.

As he speaks, Grievous pulls his lightsaber from his belt,  
ignites it, and hurls it in Palpatine's direction. Without moving, Palpatine's image flickers and fades from view. Looking surprised and impressed, Grievous recalls the lightsaber to his hand. He turns toward the window and punches it with his metallic fist. The glass shatters outward and Grievous leaps out, spinning back toward the building in midair. As he reaches back toward the building,  
a metal cable connecting his wrist to his forearm extends from his body, and as his metal hand shoots forward it grasps the ledge of the docking bay. Like a pendulum, Grievous swings up and onto the platform. Moving quickly, he boards his ship and takes off into space. After the ship leaves the horizon, the camera pans back down to the floor below. Palpatine, still over by the elevator, fades back view.

PALPATINE Hmmm.

Palpatine watches as a large shadow begins to spread along the cityscape vista below. Taken aback, he re-enters the elevator and takes it one floor up to the landing dock. He stumbles out to see a giant disc-shaped structure dominating the horizon. As he watches, the disc rumbles into a slow spin. Sparks of energy crackle along its edges and leaches out its sides. Palpatine stares up at the giant disc,  
motionless. For a moment he looks lost, but he collects himself, closes his eyes. He then opens them wide.

PALPATINE (CONT'D)  
(Realizing something important)  
...Balance!

CUT TO:

EXT. CORUSCANT - DAY

At the periphery of the planet's atmosphere, discs -  
identical to the one seen from Palpatine's landing bay -  
emerge from hyperspace and form a circle around the planet's equator. Fields of energy form around each disc as they begin spinning. The camera zooms in on one of the massive discs. As it hits a terminal speed, it turns 90 degrees and shoots forward a massive, sustained burst of energy. The camera follows the energy burst as it rockets around the planet and runs into the back of the next disc, which is turning into position. Once struck, a huge burst of energy erupts from the second disc. The camera pans back to show the channel of energy reaching the third disc, then the fourth. The discs fall into position as the energy encircles the planet. Slowly, a rumbling begins to build as the planet is dislodged from its static position facing the nearby sun. Ever so slightly, the planet starts to turn, and the light from the sun flows to parts of the sphere untouched by light or heat for a millennium. The minerals in the boulders and sand that make up the wasteland at the edge of light and darkness sparkle to life as they receive the sun's glare. Small shrubs, dark and gangly from their perpetual nighttime existence, bend and reach for their first taste of sunlight.

CUT TO:

INT. THE OFFICES OF CHANCELLOR PALPATINE - NIGHT

Mace Windu stares intently at Yoda, who - with legs crossed and eyes closed in deep concentration - levitates two feet above his chair. Palpatine's staffer stands at attention,  
observing the two Jedi masters.

STAFFER (To Windu, gesturing at Yoda)  
Does he always do... uh... that?

Windu breaks concentration long enough to give the staffer a withering glare. Suddenly, Yoda's eyes pop open.

WINDU What is it?

YODA A great disturbance in the Fooorce!

As Yoda speaks, the building begins to shake, knocking Yoda and Windu to the floor. They gather themselves quickly and are able to find a steady standing position. Walking carefully, Palpatine enters the room.

PALPATINE (Eyeing Windu and Yoda cautiously)  
Masters, General Grievous is here. He has launched an attack on the planet. (To his staffer)  
You. Convene the Senate. I have recalled the fleet. They will be here shortly.

WINDU How large is Grievous's force?

PALPATINE We don't yet know. He spoke of balancing the Force. Do you know what that means?

Yoda and Windu exchange a look.

YODA Concerning, this is. For those on the Jedi Moon I fear.

PALPATINE There's nothing more you can do here Masters. The fleet will protect the planet. You should return to your moon. Think on what we have discussed today. Grievous is not a fool. He must have a larger force than we perceived. I assume we have an agreement,  
General Windu?

YODA Expand the military you must. Our help you shall have.

CUT TO:

EXT. THE JEDI MOON - NIGHT

The camera shows the full length of the light-path the connects the Skywalk to the Jedi temple. Obi Wan Kenobi and Qui-Gon Jinn continue to give ground to Darth Maul's vicious assault. As they inch closer to the Jedi temple, the camera zooms in toward the battle. Obi Wan and Qui-Gon are on the defensive, backing up along the bridge as they struggle to keep Maul from overrunning them. Maul smiles, relishing the moment.

OBI WAN (Between swings)  
We're going to need help.

QUI-GON JINN Stay patient. Anger will be his undoing.

MAUL Will it now? Do I seem out of control little Jedi? You fail to understand your betters.

Maul uses the Force to choke and lift Obi Wan off the ground and throw him to the side. Obi Wan crashes into a tree and falls into a heap. Qui-Gon rushes at Maul, but Maul anticipates the attack. Crouching low, Maul shows his true strength by Force-pushing Qui-Gon so strongly that he is launched back and through the air. With little ground left to give, Qui-Gon crashes through the Jedi Temple doors, which are blown apart by the power of his impact. He flies down the long hallway that bisects the middle of the Jedi training room, slamming into the wall at the far end. He falls to the ground.

CUT TO:

INT. THE JEDI TEMPLE - NIGHT

Maul walks with calm purpose into the Temple and surveys his surroundings. All around Jedi students and Black Sun warriors are engaged in battle, but the Black Sun have the advantage of numbers. There are more wounded and dead lying on the ground than still standing. As Maul steps further into the temple, the Black Sun fall back from the Jedi and take a defensive stance behind Maul. The Jedi back away, welcoming the chance to rest and regroup. With those nearby in a temporary pause, Maul notices the battle raging toward the back of the temple. Anakin and Padme are working their way through a large contingent of Black Sun and they are winning. Maul watches closely for a moment, then turns to the nearby Black Sun, points to one of the shorter ones, and then points toward Anakin and Padme. After a beat, the Black Sun walks briskly toward the two Jedi. Maul motions to the rest of the Black Sun and they quickly turn and head out the temple entrance. The Black Sun that Maul motioned towards Anakin and Padme arrives in their vicinity just as they finish off the last of the Black Sun they were fighting with. Before they have a moment to notice his presence, he unleashes a powerful Force-push and launches both of them out into the corridor surrounding the Temple training area. He continues to walk briskly after them.

MAUL (Addressing the standing Jedi)  
You now have a choice to make. Join us, or die.

CUT TO:

INT. THE JEDI TEMPLE CORRIDOR

Anakin and Padme are on their hands and knees after being knocked into the corridor wall. Their attacker walks briskly toward them. As he does, he pulls off his blast helmet,  
revealing himself as Bildungs Skywalker.

ANAKIN (Alarmed and incredulous)  
Father?

Padme looks at Anakin and then back at Bildungs

PADME What?

BIL I told you there were many paths to the Force. You chose the losing side.

ANAKIN You wouldn't teach me.

Bil ignites his lightsaber.

BIL You weren't paying attention. I taught you to stay down!

Bil flings his lightsaber at Anakin and Padme. Reacting quickly, Anakin dives toward Padme, pushing them both out of the way of the blade. Sparks fly as it smashes into the wall behind them. Lightsaber extinguished, the handle flies back to Bil's outstretched hand. Anakin rolls over and turns back toward his father. He slowly begins to rise.

ANAKIN (Resolutely)  
No.

Standing fully, Anakin ignites his lightsaber.

BIL When you were young I would train you. You learned so quickly.

Bil ignites his lightsaber. Blades drawn, they begin circling one another. Padme slowly gets to her hands and knees.

ANAKIN I never wanted to be better than you.

BIL I hated you for pitying me.

ANAKIN I wished you would always be stronger than me.

BIL You will soon learn the consequence of your compassion!

Bil leaps at Anakin, lightsaber ablaze. They begin a fierce parry.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - NIGHT

Qui-Gon, lying motionless at the far end of the Jedi training room, inhales a quick, deep breath and opens his eyes. Looking up, he sees from afar a line of young Jedi trainees one by one ignite their lightsabers and take a defensive stance across from Darth Maul.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - NIGHT

Maul appraises the Jedi with contempt. The Jedi are young,  
afraid, but they hold their ground.

MAUL So be it... Jedi.

Maul ignites his double-bladed saber and prepares to strike. Just before he engages, he notices movement in the mid distance to his right. Turning he barely gets the blade around to block Qui-Gon's attack. Qui-Gon is harried and obviously injured. He is pushed back easily by Maul and stoops in front of him.

MAUL (CONT'D)  
You should have stayed down. Do you truly think you can beat me alone?

Qui-Gon looks up but is breathing too heavily to answer. A voice from behind Maul speaks instead.

WINDU Not alone.

Maul whirls around and is punched full in the jaw by Windu,  
who then kicks Maul back. While Maul is stumbling, Windu pulls his lightsaber, ignites it, and rushes towards Maul. Qui-Gon collapses and the young Jedi circle around him protectively. Maul snarls and leaps toward Windu. They are equals, and are quickly engaged in a blinding battle.

CUT TO:

INT. THE JEDI TEMPLE COORIDOR

ANAKIN (Between swings of his lightsaber)  
You are... so... angry.

BIL (Also between swings)  
I've let go of my conflict. My hatred of you is complete.

Anakin is startled by the words and backs up, dropping his saber to his side.

BIL (CONT'D)  
Pathetic Jedi.

Bil lunges at Anakin but Padme's lightsaber crosses in front of Anakin, blocking Bil's. With a turn of her wrist, she gains leverage and pushes against Bil's saber, knocking him a few steps back.

PADME (Sarcastically as she parries with Bil)  
And my hatred of you is just beginning!

Anakin snaps out of his shock. He leaps back towards Bil,  
and suddenly he and Padme are a well-synchronized team,  
fighting Bil together. Bil retreats towards the wall and falls to his knees, holding his lightsaber defensively above his head. Hammering down over and over on the lightsaber,  
Anakin finally breaks Bil's wrist and, with the next sweep,  
cuts off his hand.

BIL Arrrghhh!

Anakin stops and breathes heavily as he stares at Bil. Padme backs up and extinguishes her lightsaber.

ANAKIN Stay down, Father.

BIL You can't even finish me. You are so weak!

Bil extends his remaining hand. Anakin is thrown by the Force back up against the wall, gasping for breath, choking under Bil's attack. Bil rises to his feet, a look of anger and zeal on his face. Padme lunges at Bil. Before she can get to him, he reaches toward her with his other arm, and from the stump shoots a stream of deadly Force lightning. Padme absorbs the full force of his attack and is knocked into the wall where she falls, unconscious.

ANAKIN No!

Still held up against the wall, Anakin reaches to his neck with both hands and grabs the invisible hand that chokes him. With great effort he begins to push it back. Bil turns back toward Anakin. Anakin finishes pushing the invisible hand away falls back to the floor, landing on his feet.

ANAKIN (CONT'D)  
(Staring at Bil with cold eyes)  
You're not going to hurt anyone again.

BIL (Motioning toward Padme)  
She's already dead. Now Anakin,  
you too, will die.

Bill turns his remaining hand and his stump toward Anakin and unleashes streams of Force-lightning from both at him. The lightning hits Anakin square in the chest. His head is blown back as he struggles to contain the power, but as before, he is able to slowly master it. Bil's face turns from blinding anger to surprise and fear as Anakin absorbs the lightning. Finally, Bil stops, staring at Anakin in awe. Anakin brings his head forward and opens his eyes.

ANAKIN I'll always pity you.

With that, he raises a hand and sends Bil's lightning rushing back toward him. Bil is blown backward as the lightning hits him. He lands in a heap, smoking.

Anakin exhales deeply and then runs to Padme, putting a hand to her head. Her eyes flutter open and she smiles. Anakin smiles back, then walks over to Bil and kneels beside him.

ANAKIN (CONT'D)  
Father?

Eyes closed, Bil rolls away from Anakin. He's streaked with blood and his flesh is burnt and scabbed.

BIL Leave me.

ANAKIN I can help you.

BIL Leave me!

ANAKIN Father, look at me.

BIL I won't see you. I won't see you at all.

Bil's breathing increases in intensity, and then stops. Curled against the wall, eyes clenched shut, Bil dies.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - NIGHT

Leaning heavily on his cane, Yoda slowly walks into the Jedi Temple. He walks purposefully toward the young Jedi crowded around Qui-Gon. Windu and Maul remain engaged in a ferocious battle, but Yoda barely seems to notice. As Yoda passes them, Maul swings in his direction but Windu blocks him. Not breaking stride or bothering to look at Maul as he attacks,  
Yoda waves one hand back toward the Temple doors and Maul is suddenly lifted in the air and thrown the length of the Temple, back toward the entrance. He tumbles through the air,  
totally out of control, lightsaber ignited. As he flies toward the temple entrance Obi Wan jogs through the doors and sees Maul tumbling dangerously at him. Reacting quickly, Obi Wan ignites his lightsaber and dodges backward as he slices down, neatly cutting through Maul's right arm and leg as he continues to tumble through the doors and out into the night. When he finally hits the ground he rolls and skids to a stop. Lying on his back, he wheezes in pain.

CUT TO:

INT. THE JEDI TEMPLE TRAINING ROOM - NIGHT

Obi Wan joins Yoda, who kneels by Qui-Gon's side, his hand placed lightly against Qui-Gon's head. Yoda looks up at Windu, who stands over him. Yoda nods his head sadly, and reaches back to Qui-Gon to close the dead man's eyes. With Padme in his arms, Anakin re-enters the training room and walks toward Yoda, Windu, and the other Jedi.

YODA No longer is it safe here. The Skywalk back to the planet we must take.

WINDU (Addressing the Jedi)  
Gather the wounded. Quickly now!

Following Windu's orders, the Jedi scatter.

CUT TO:

EXT. THE JEDI MOON

Maul lies in the dirt, barely breathing.

MAUL Master... hear me.

SIDIOUS (V.O.)  
Yes, my apprentice.

MAUL I am... dying, my Master.

SIDIOUS (V.O.)  
You were not ready for the Jedi. You should have left them to the Black Sun.

MAUL I was reckless.

SIDIOUS (V.O.)  
What of the boy?

MAUL He is as... powerful as you say.

SIDIOUS (V.O.)  
And his father?

MAUL Dead, at the boy's hand.

SIDIOUS (V.O.)  
(Laughing)  
Good. Good. Perhaps your foolishness has paid off after all.

MAUL Master... please. Please.

Maul's eyes open wide. There is no answer.

CUT TO:

EXT. THE JEDI MOON - NIGHT

Black Sun soldiers jog quickly toward a small squadron of ships waiting for them in a wooded area not far from the Jedi Temple. Grievous stands in front of his ship.

GENERAL GRIEVOUS My friends! The Republic Fleet approaches! We have revealed ourselves. Let us now gather and prepare for even greater victories!

They climb into the ships and take off. Once they leave,  
Grievous boards his ship, takes off, and skims along the planet surface. Sensing something, he looks up briefly, then turns the ship away from the rest of the squadron. He finds a clearing, then hovers over it. Extending his hand, palm down, Grievous closes his eyes. Outside the ship, Darth Maul rises limply into the air. The cargo-bay door opens and Maul's body floats into the ship. The door closes and Grievous releases a deep breath. He turns his ship back onto its original course and reunites with the squadron. They fly toward the Jedi Temple, launching bombs and missiles as they approach. The Temple explodes as they fly off into space.

CUT TO:

EXT. THE JEDI MOON

At the entrance to the Skywalk, Yoda and Windu wave the young Jedi onto the platform. As they jump they are transported to the planet below. Windu carries Qui-Gon's body over his shoulder.

WINDU (To the other Jedi)  
Bring the injured to the medical center. Then rendezvous at the checkpoint. We have recalled the other Jedi in the galaxy.

The last of the younger ones are through when Anakin, still carrying Padme, looks back to see the Temple exploding behind them. He exchanges glances with Windu and Yoda. They exchange a respectful nod, and Anakin jumps onto the Skywalk platform. Only Windu and Yoda remain. They step to the side and place Qui-Gon's body on a small funeral pyre. Striking a torch, Windu lights the pyre on fire.

WINDU (CONT'D)  
(Staring into the fire)  
What will we do now?

YODA Other temples there are. Regroup we will.

WINDU Have the Sith truly returned?

YODA An apprentice, that was. A master,  
there must be.

WINDU And the new enemy? Is this part of the prophecy?

YODA Time for that there will be. Now,  
things are in motion. I have done what I must.

WINDU What do you mean?

YODA Prophecies must be... triggered.

Yoda subtly waves his fingers at the fire and the words "DARTH VADER" coalesce and dance in green and white light in front of him.

CUT TO:

INT. THE CORUSCANT MEDICAL CENTER - DAY

Anakin sits in a chair next to a bed where Padme lies, eyes closed. Obi Wan sleeps in a bed next to hers. Anakin looks attentively at Padme and she begins to stir. Opening her eyes, she blinks a few times and turns toward Anakin. He puts her hand in his and she smiles at him.

PADME Where are we?

ANAKIN Coruscant. The Temple is destroyed.

PADME (Saddened)  
And the Jedi?

ANAKIN Some did not survive. Master Yoda and Master Windu arrived and saved us.

Obi Wan opens his eyes, sits up, and turns toward them.

OBI WAN Ahem.

ANAKIN (Sheepishly)  
I'm sorry. Masters Kenobi, Windu,  
and Yoda arrived to save us.

PADME And Qui-Gon?

Anakin shakes his head gently. Obi Wan looks down.

PADME (CONT'D)  
Oh no. What about?

ANAKIN My father is dead.

PADME Anakin, I'm so sorry. Those things he said-

ANAKIN (Changing the subject)  
The planet is spinning now.

PADME What? How?

ANAKIN Some technical terror Black Sun used. No one has ever seen anything like it.

OBI WAN What do you think it means?

Padme and Anakin turn toward Obi Wan and speak in unison.

ANAKIN Chaos.

PADME Chaos.

CUT TO:

INT. DARTH SIDIOUS'S CHAMBERS - NIGHT

Sidious sits with eyes closed in meditation. A red light blinks on the circular, raised platform to his right. Opening his eyes, he stands up and walks over to the platform. Once he is in the center, a large blue light emanates from above. He kneels deeply on the platform and lowers his head.

SIDIOUS My... master.

End.


End file.
